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Corporate secretarial services · Hong Kong

Company secretary in Hong Kong

Every Hong Kong company must appoint a company secretary by law. We take on the role, keep your registers and annual filings in order, and make sure no Companies Registry deadline slips.

Corporate secretary service — Emerhub
We’ve helped 11,700+ companies set up and operate across emerging markets, including:
Overview

Every Hong Kong company needs a company secretary

Under Section 474 of the Companies Ordinance, every Hong Kong company must appoint a company secretary, and keep one at all times. It is not optional, and it is not a one-off task at incorporation. The secretary handles your ongoing filings with the Companies Registry, maintains your statutory registers, and keeps the company on the right side of its deadlines.

For a foreign-owned company, this is usually the first thing that has to be outsourced. A company secretary has to be a Hong Kong resident or a licensed firm, so an overseas founder cannot fill the role themselves. We act as your company secretary, so the requirement is met and the compliance is handled by people who do it every day.

What we cover

What our company secretary service covers

The full statutory role, not just a name on the incorporation form.

Named company secretary

We act as the appointed company secretary for your Hong Kong company, meeting the Section 474 requirement.

Annual Return (NAR1)

We prepare and file your annual return with the Companies Registry within the 42-day deadline, every year.

Statutory registers

We maintain your registers of directors, members, and your Significant Controllers Register.

Changes and resolutions

Changes to directors, shareholders, address, or share capital, filed with the Companies Registry and minuted.

Registry and IRD correspondence

We receive and act on letters from the Companies Registry and the Inland Revenue Department on your behalf.

Registered office and BRC

A Hong Kong registered office address if you need one, and renewal of your Business Registration Certificate.

What the law requires

Key responsibilities of a company secretary

The Companies Registry is strict on deadlines, and missing them carries fines that grow by the day. These are the recurring obligations we take care of:

ObligationWhenWho it is filed with
Annual Return (NAR1)Within 42 days of the incorporation anniversary, each yearCompanies Registry
Business Registration CertificateRenewed each year (or every 3 years)Inland Revenue Department
Significant Controllers RegisterKept current at all times, available for inspectionHeld at the registered office
Changes to directors or secretaryWithin 15 days of the changeCompanies Registry
Changes to registered officeWithin 15 days of the changeCompanies Registry
Annual General MeetingWithin 9 months of the financial year end (private companies)Minuted and kept on file
Common questions

Hong Kong corporate secretary FAQs

Specific questions about the company secretary requirement and what the role covers in Hong Kong.

Is a company secretary really mandatory in Hong Kong?

Yes. Section 474 of the Companies Ordinance requires every Hong Kong company to have a company secretary at all times. The position can't be left vacant — if the secretary resigns, the company has to appoint a replacement immediately, and the Companies Registry is filed within 15 days of the change.

Can I be my own company secretary?

Only if you're a Hong Kong resident with a usual residential address in Hong Kong, or if the company has multiple directors and you're not the sole director. For a foreign-owned company with an overseas founder as the only director, this isn't a realistic option, which is why a licensed firm acting as secretary is the standard route.

What is the Annual Return (NAR1) and when is it due?

The NAR1 is the annual filing with the Companies Registry that confirms the company's particulars — registered office, directors, secretary, shareholders, share capital. It is due within 42 days of the incorporation anniversary every year. Late filing carries fees that escalate based on how late it is, and the directors can be personally liable for repeated failures.

What is the Significant Controllers Register (SCR)?

The SCR is a register every Hong Kong company has had to keep since March 2018, listing the individuals with significant control over the company — usually anyone holding more than 25% of the shares or voting rights. It is kept at the registered office (or another address designated to the Companies Registry), and law-enforcement agencies can inspect it on demand. The secretary maintains it and identifies a designated representative for it.

What is the Business Registration Certificate (BRC), and is it the same as incorporation?

No. Incorporation is done with the Companies Registry, and the BRC is issued by the Inland Revenue Department under a separate process. Every business in Hong Kong needs a BRC and it has to be displayed at the place of business. It is renewed annually (or every three years, at the company's option), and the renewal carries a government fee plus a levy. We handle the renewal alongside the rest of the secretarial work.

What happens if a filing is late?

The Companies Registry charges late filing fees that scale with how late the filing is — the NAR1 is a common one, with fees going from HKD 870 if it's filed within a month late to HKD 3,480 if it's more than nine months late. Repeat or serious failures can trigger prosecution of the directors and the company, with fines up to HKD 50,000 plus daily default fines. The fastest way to avoid all of this is to keep the secretary appointed and the calendar live.

Can you take over as secretary if we already have a company?

Yes. We take over the secretarial role from an existing provider through a straightforward change-of-secretary filing — the outgoing secretary resigns, we are appointed, the Companies Registry is notified within 15 days. We review the statutory registers and the recent filings as part of the handover so we know exactly what state the company is in before we take on the calendar.

How does the fee work?

Our secretarial service is an annual fixed fee that covers the named secretary, the NAR1 filing, register maintenance, BRC renewal, and routine correspondence with the Companies Registry and the Inland Revenue Department. Larger transactions — share allotments, capital changes, restructuring — are quoted separately when they come up, because they aren't routine.

Need a Hong Kong company secretary?

Talk to our Hong Kong team

A free, no-obligation consultation: thirty minutes with our Hong Kong team to walk through what your company needs, where you are on the calendar, and how the secretarial role fits with the rest of the compliance.

Phone / WhatsApp+60 17 684 9718
OfficeRoom 06, 13A/F, South Tower
World Finance Centre
17 Canton Road
Hong Kong