Every Hong Kong private company must have a Hong Kong company secretary from the day it is incorporated. The secretary must be either an individual who ordinarily lives in Hong Kong or a Hong Kong-based company. If you are the only director, you cannot also be the secretary.
For a founder living in Moscow, Tashkent or Tbilisi, that settles the question quickly. You will need a licensed corporate secretary. The real decisions are which provider, what the fee covers, and what you still have to do yourself.
Is a Company Secretary Mandatory?
Yes. Section 474 of the Companies Ordinance (Cap. 622) requires every company to have a company secretary. The secretary's details go into the incorporation form, so a company cannot be registered without one.
There is no grace period and no small-company exemption. Dormant companies need one too.
If a company ends up without a secretary, for example because a provider resigns and no replacement is appointed, the Registrar of Companies can direct the company to appoint one. Ignoring that direction is an offense that carries fines for the company and its officers. Banks also notice. A company with no valid secretary on the public record looks unmanaged, and that alone can trigger a compliance review.
Who Can Be a Hong Kong Company Secretary?
The company secretary requirements depend on whether you appoint a person or a company.
Type | Requirement |
|---|---|
Individual | Must ordinarily reside in Hong Kong. Must be at least 18. No professional qualification is required for a private company |
Body corporate | Must have its registered office or a place of business in Hong Kong. If it provides secretarial services as a business, it must hold a TCSP license |
The sole director rule
A private company with only one director cannot appoint that director as company secretary. The law wants two different people involved.
This is the rule that decides things for most non-residents. A one-founder company has one director, who cannot be secretary, and who does not live in Hong Kong anyway. So the secretary has to be a separate Hong Kong resident or a licensed Hong Kong company.
The TCSP license
Since 1 March 2018, anyone who provides company secretarial services in Hong Kong as a business must hold a Trust or Company Service Provider (TCSP) license from the Companies Registry. The license is issued under the anti-money laundering law (Cap. 615), so licensed providers must check who you are and where your money comes from.
You can verify any provider on the Companies Registry's TCSP licensee search. It takes two minutes. Do it before you sign.
A friend or relative who lives in Hong Kong can legally act as secretary without a TCSP license if they do it unpaid and not as a business. We still advise against it. Secretarial duties carry deadlines and personal liability, and the arrangement tends to fail the moment that person moves or loses interest.
What Does a Company Secretary Do?
The secretary is the company's compliance officer for corporate records. The core duties fall into four groups.
Annual filings. The secretary prepares and files the annual return (NAR1) within 42 days after each anniversary of incorporation. On time it costs HK870 and rises to HK$3,480. Our guide to the Hong Kong annual return (NAR1) covers the deadline in detail.
Change notifications. When directors or the secretary change, or their details change, the Companies Registry must be told on Form ND2A within 15 days. Other changes, such as a new registered office or a new allotment of shares, have their own forms and deadlines. We list them in our guide on changing Hong Kong company details.
Statutory registers. The company must keep registers of members, directors, company secretaries and charges, plus the Significant Controllers Register. The secretary usually maintains them and keeps them at the registered office. The Significant Controllers Register guide explains who counts as a controller.
Meetings and resolutions. The secretary prepares notices, written resolutions and minutes for the annual general meeting or its written replacement, and for any board decisions.
What the secretary does not do is equally important. The secretary does not keep your accounts, prepare tax returns or audit anything. Those belong to your accountant and auditor. A secretary who also handles bookkeeping is offering two separate services, and the fee should show both.
[In-content image: hong-kong-company-secretary-registers.jpg. Alt text: Statutory registers and NAR1 annual return form prepared by a Hong Kong company secretary]
Who Is Responsible When Something Is Missed?
Appointing a provider moves the work. It does not move all of the liability.
Under the Companies Ordinance, many filing offenses are committed by the company and by every "responsible person," which usually means each director and the secretary. So if the annual return is late, the late fee is charged to the company, and directors can also be exposed to prosecution in serious or repeated cases.
That is why the contract matters. A good engagement letter states:
• which filings the provider tracks and submits without being asked
• how far ahead of each deadline the provider contacts you
• what information you must send, and by when
• who pays any late fee caused by the provider's own delay
Directors keep one duty no provider can take over: answering promptly. In practice, a late filing is often not caused by the secretary forgetting. It is caused by a director who does not sign, or who sends renewed passport details only after day 42, when the return can no longer go in on time.
Records are a shared responsibility too. Company records and minutes must be kept for many years, and accounting records for at least seven years. If you switch providers, those records must travel with the company.
Secretary, Designated Representative and Registered Office
Founders often mix up three roles. They are separate legal requirements, even though one provider often supplies all three.
Role | What it is | Legal basis |
|---|---|---|
Company secretary | Officer responsible for corporate records and filings | Cap. 622, section 474 |
Designated representative | Person who helps law enforcement with the Significant Controllers Register | Required since 1 March 2018 |
Registered office | Physical Hong Kong address where official letters arrive and registers are kept | Cap. 622 |
The designated representative can be a director, a shareholder, an employee who lives in Hong Kong, or a TCSP licensee. For a non-resident company, the secretary often takes this role too.
The registered office must be a real Hong Kong address. A P.O. box is not accepted. Many providers bundle it with secretarial services, and some founders take it as part of a virtual office package in Hong Kong. Either way, make sure someone actually opens and forwards the post. Tax return notices and Registry letters arrive there.
How Much Do Company Secretarial Services Cost?
There is no government fee for having a secretary. The cost is the provider's fee, and it varies more than founders expect.
What drives the price:
• Scope. Some packages cover only the annual return. Others include change filings, minutes, registers, the designated representative role and the registered address.
• Per-filing charges. Cheap packages often bill each director change, share transfer or address change separately.
• Registered address. Usually a separate yearly fee, sometimes with mail-handling charges on top.
• Complexity. Corporate shareholders, several beneficial owners or frequent changes take more work.
Questions worth asking before you sign:
• Is the designated representative role included, or charged separately?
• How many change filings per year are covered?
• Do you send reminders for the business registration renewal and the profits tax return, even though those go to the Inland Revenue Department?
• Who keeps the original registers, and in what format?
Our view: compare the full yearly cost, not the headline package. Add up the base fee, the address, and the filings you expect to make in a normal year. A provider with a higher base price and everything included is often cheaper by the end of year one.
Also check what happens when you leave. Ask how the provider hands over the registers and company seal, and whether it charges a release fee.
How to Change Your Company Secretary
You can change your secretary at any time. The process is short:
1. The board resolves to appoint the new secretary and accept the old one's resignation.
2. The new secretary confirms its consent and provides its details.
3. Form ND2A is filed with the Companies Registry within 15 days of the change.
4. The outgoing secretary hands over the statutory registers, minute book and company records.
Step 4 is where problems happen. If the previous provider has the registers and stops responding, rebuilding them takes time and money. Ask for a full handover list before you send the resignation letter.
What Goes Wrong Most Often
Three problems show up repeatedly with foreign-owned companies.
The first is an unlicensed provider. The company looks fine until a bank asks for the secretary's TCSP number during an account review.
The second is the missed NAR1. Some low-cost providers file the incorporation, then never file anything again unless the client asks. The late fee is paid by the company, not the provider.
The third is mail. A registered office that receives the profits tax return and does not forward it can turn a filing deadline into a penalty without anyone noticing.
Choosing a Hong Kong Company Secretary
Meeting the company secretary requirements is easy. Getting reliable service is harder. Choose a provider that holds a TCSP license, states its full yearly price in writing, tracks your NAR1 and change deadlines without being asked, and forwards official mail the week it arrives. Licensing is the legal minimum. Reliability is what you are actually paying for.
If you are still setting up, our guide on how to start a business in Hong Kong as a foreigner shows where the secretary fits in the full process. LAINEXUS is a licensed provider that acts as company secretary and registered office for non-resident owners, and includes it with our Hong Kong company registration service.
Frequently Asked Questions
Can a non-resident be the company secretary of a Hong Kong company?
Not as an individual. An individual secretary must ordinarily live in Hong Kong. A non-resident founder can, however, appoint a Hong Kong company as secretary. That company must have a Hong Kong office or place of business and, if it offers the service commercially, a valid TCSP license.
Can the sole director also be the company secretary?
No. If a private company has only one director, that director cannot also act as company secretary. The company must appoint someone else, either a Hong Kong resident individual or a Hong Kong corporate secretary. Companies with two or more directors can appoint one of them, if that director lives in Hong Kong.
Does a dormant company still need a company secretary?
Yes. A dormant company is still a registered company, so it must keep a company secretary and a registered office in Hong Kong. Dormancy can reduce some filing duties, such as the annual return, but the basic officer and address requirements continue until the company is deregistered or wound up.
What qualifications does a company secretary need?
For a private company, none are required by law. An individual only needs to be at least 18 and ordinarily resident in Hong Kong. Listed companies are different: their secretary must hold specific professional qualifications, such as membership of the Hong Kong Chartered Governance Institute or a legal or accounting qualification.
How quickly must a change of company secretary be reported?
The Companies Registry must receive Form ND2A within 15 days of the appointment or resignation. Late filing can lead to penalties for the company and its officers. The outgoing secretary should also hand over the statutory registers and records so the new secretary can keep them up to date.
This article is general information, not legal advice. Requirements were checked on 8 October 2026 and can change. Confirm current rules with the Companies Registry or a qualified adviser.