According to the Hong Kong Companies Ordinance, limited company shall appoint a Company Secretary. The function of company secretary is to be in charge of arranging meetings, keeping minutes of meetings, and presenting statutory documents to governmental department in order to ensure the company meets statutory requirements.
Hong Kong resident over 18 years old for a person, or limited company registered in Hong Kong for corporate entity.
The non-residents may be appointed as directors of a limited company. However, if the company secretary is an individual, he or she should be a Hong Kong resident; if the secretary is a corporate entity, its registered office or place of business should be in Hong Kong.
Every private limited company must have at least one director and one secretary. If a company has only one director, the director shall not act as secretary of the company.
No. The Companies Ordinance expressly prohibits the sole director from acting as the secretary. Besides, the Companies Ordinance also points out that a private company cannot appoint a corporate secretary if the sole director of the corporate secretary is also the sole director of the company.
Another company can be employed to provide the services of a statutory secretary. We are here to provide the relevant services.
Yes. Non-Hong Kong residents may incorporate a local limited company in Hong Kong. If you do not often stay in Hong Kong or you are not familiar with the incorporation procedures, it is advisable for you to reach out to us directly for advice and/or appoint us to act on your behalf to set up a company in Hong Kong.
No. The registered office must be situated in Hong Kong.
Company registration and trademark registration in Hong Kong serve different purposes. They are regulated by different laws and registration systems administered by different government departments. The Companies Registry is responsible for the registration of local limited companies and companies incorporated outside Hong Kong which have established a place of business in Hong Kong, while the Trade Marks Registry administered by the Intellectual Property Department (www.ipd.gov.hk/eng/trademarks.htm) is responsible for the registration of trademarks. Having the name of a limited company registered with the Companies Registry does not automatically confer on the company the right to use its name as a trademark in promoting or dealing in goods and services. You have to file an application with the Trade Marks Registry for trademark registration in order to obtain the protection under the Trade Marks Ordinance (Cap. 559).
The particulars and image records of the registered documents of the company are available for search on the date of incorporation of the company.
You may visit the Support and Consultation Centre for Small and Medium Enterprises run by the Trade and Industry Department for information on business licences.
No. According to section 67 of the Companies Ordinance, only one incorporation form containing all the required information and signatures should be delivered for registration.
The Articles of Association (AA) is not a specified form. You may refer to the Companies (Model Articles) Notice (Cap. 622H) which prescribes Model Articles for public companies limited by shares (Schedule 1), private companies limited by shares (Schedule 2) and companies limited by guarantee (Schedule 3). A company may adopt any or all of the provisions of the Model Articles appropriate to the type of company being formed and the appropriate Model Articles will apply insofar as the articles registered by the company upon incorporation do not exclude or modify them. If a company’s registered articles do not prescribe any regulations for the company, the Model Articles appropriate to that type of company will form part of the company’s articles (section 80).
The Model Articles will be in addition to the mandatory articles that a company is required to have (Please see Q5 below).
You can view the full text of the Companies Ordinance and the subsidiary legislation at www.elegislation.gov.hk.
A private company should, except in the year of its incorporation, deliver an annual return in respect of every year within 42 days after the anniversary of the date of the company’s incorporation.