Hong Kong company secretary: role, rules and filings

A company secretary is the officer who keeps a Hong Kong company’s statutory paperwork in order: the registers, the filings with the Companies Registry and the deadlines that come with them. It is not optional. TheCompanies Registrysays a private company must have a company secretary as well as at least one director who is a natural person. An individual secretary should ordinarily reside in Hong Kong, and the sole director cannot also be the secretary. That is why founders based abroad usually appoint a firm.

Who can be the secretary

Acting as a company secretary, or arranging for someone else to act, is one of the services listed in the Registry’sTCSP licensing guideline. A business that provides it in Hong Kong needs a licence from the Registrar of Companies unless it is exempt. Doing it without one is an offence under section 53F of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, with a fine of HK$100,000 and six months’ imprisonment on conviction.TCSP licence searchcovers the register, the exemptions and renewal.

What the work involves

Most legal duties fall on the company and its directors. The secretary is the person who usually does the work. In practice that means:

• reporting changes of directors and secretary to the Companies Registry: Form ND2A for an appointment or a cessation, and Form ND2B for a change in particulars, each within 15 days;
• preparing the yearlyannual return (Form NAR1);
• keeping the company’s own registers, including the register of directors and theSignificant Controllers Register;
• keeping the filing calendar, so the directors know what is due and when.

A licensed firm is also bound by customer due diligence requirements, which the Registrar supervises. Expect it to ask about the company’s owners and the people behind them. The secretary is not your accountant, auditor or tax representative. Those are separate jobs, even when the same firm sells them.

Appointing or changing the secretary

1. Pick the person or firm, and check residence or the TCSP licence as in the table above.
2. Confirm the appointment does not make the sole director the secretary.
3. File Form ND2A within 15 days after the appointment.
4. File ND2A for the outgoing secretary within 15 days after they cease to hold office, including on resignation.
5. If the secretary’s particulars later change, file ND2B within 15 days.

Under the previous Companies Ordinance these notices were due within 14 days. Under the Companies Ordinance (Cap. 622) the limit is 15 days, under sections 645 and 652. The Registry’sfiling requirements FAQhas the detail.

What the public sees about the secretary

Under the Registry’sNew Inspection Regime, the full identification number of a company secretary, in documents delivered to the Registry on or after 24 October 2022, is protected information. The public sees a partial number: the first half, where the number has an even number of characters. Since 23 August 2021 a company may also show partial identification numbers for its secretary on its own registers that are open to public inspection.

Common mistakes

• Making the only director the secretary as well. The Registry does not allow it.
• Naming a friend overseas as an individual secretary. An individual secretary should ordinarily reside in Hong Kong.
• Checking the brand name instead of the licensee. A firm’s trading name can differ from the legal name on the TCSP register.
• Forgetting the outgoing secretary. A resignation needs its own ND2A within 15 days, as does the new appointment.
• Assuming a licence lasts indefinitely. A TCSP licence is generally valid for three years, and a licensee that misses the renewal deadline has to apply for a new one.

Comparing firms

At the end of June 2026 the Registrycounted 7,412 TCSP licensees. Published company secretary fees are on ourcomparison page, and the firms are listed undercompany secretary services. A fee there is the firm’s own price, not a government charge. Who sits on the board is a separate question, covered indirectors of a Hong Kong company.