Guide to Filing Annual Returns in Hong Kong

Guide to Filing Annual Returns in Hong Kong

Guide to Filing Annual Returns in Hong Kong

Filing annual returns in Hong Kong is a mandatory and regulatory obligation for businesses. From gathering the right documents to understanding the significance of timely submissions, this guide offers a clear pathway through the process, ensuring that you meet all necessary requirements while maintaining the efficiency and integrity of your business operations.

Introduction to Annual Returns in Hong Kong

In Hong Kong, operating a business requires adherence to certain regulatory requirements. One key requirement is filing an annual return with the Hong Kong Companies Registry. This submission provides a yearly snapshot of your company’s fundamental information, promoting transparency and keeping the authorities updated.

What Are Annual Returns?

An annual return (Form NAR1) is a compulsory document that all registered companies in Hong Kong must submit except for certain exempted businesses. It provides a comprehensive overview of your company’s details at a given time.

Why Is Timely Filing of Annual Returns Essential?

Timely filing of annual returns is vital for compliance, credibility, and the smooth operation of your business in Hong Kong. It’s not just a legal formality; it impacts your company’s standing and operations.

Maintaining Compliance and Avoiding Penalties
Late filing breaches the Companies Ordinance, and it may result in fines. In severe cases, it may lead to deregistration, affecting business continuity and reputation.
Preserving Business Credibility
Demonstrating commitment to transparency is crucial for attracting investments, forming partnerships and gaining clients’ trust.
Ensuring Accurate Records
Aligning internal records and the Companies Registry information helps support shareholder communication and maintain legal clarity for your company.
Streamlining Future Processes
Ensure uninterrupted business operations by avoiding delays in business licensing due to pending filings.
Filing of Annual Returns

What Information do I need for my Annual Returns Filing Process?

The NAR1 form itself is a straightforward document designed to capture essential details about your company.

The following is a breakdown of the key information you will require when filling in the NAR1 form:

  • Company Particulars: This section includes basic company information.
  • Share Capital: Details about the total authorised share capital of the company and share types.
  • Directors and Company Secretary: Information about all current directors and the individual appointed as the company secretary, including their full names, residential addresses, nationalities, and HKID (if applicable).
  • Shareholders: A breakdown of your company’s shareholders, including their names and the number of shares they hold.
  • Changes since Last Return: This section is for you to specify any changes in your company’s information since the last annual return filing.
  • Declarations: The form concludes with declarations to be signed by a company director or the company secretary.

What are the Documents Required?

It is important to assemble the essential documents to ensure an accurate filing process, which include:

  • Company Incorporation Certificate: Proof of company registration issued by the Companies Registry upon incorporation.
  • Hong Kong Identity Cards (HKID) or Passports: For directors and shareholders who are Hong Kong residents, you’ll need copies of their HKIDs. For non-resident directors and shareholders, copies of their passport ID pages will suffice.
  • Shareholder Register: This internal document maintains a record of your company’s shareholders.
  • Minutes of the Latest Annual General Meeting (AGM): While not always mandatory, having a copy of the most recent AGM minutes is helpful for reference while completing the form.
  • Updated Company Information: While optional, providing proof of changes to your company, such as a new director’s appointment, is important for the record.

Understanding Your Annual Return Filing Requirements

Navigating the requirements for filing annual returns is crucial for businesses in Hong Kong, to ensure compliance and avoid penalties. Here’s a breakdown of the annual filing deadline, annual filing fees and late filing penalties.

What is the deadline to file Annual Return for Hong Kong companies?

Local private companies are required to submit their annual returns within 42 days after the anniversary of their incorporation date. This means that if a private company was incorporated on 6 May 2023, it is required to file its annual return on 17 June 2024. You can use the Annual Return Filing Calculator to calculate your annual filing due date.

For public companies, if your financial year begins before 3 March 2014, you must file your annual return within 42 days after the date of the company’s Annual General Meeting (the prescribed time period). If your financial year begins on or after 3 March 2014, you must file your annual return within 42 days after the company’s return date. The return date is the date that is 6 months after the end of the company’s accounting reference period. Accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared.

For companies limited by guarantee, if your financial year begins before 3 March 2014, you must file your annual return within 42 days after the date of the company’s Annual General Meeting (the prescribed time period). If your financial year begins on or after 3 March 2014, you must file your annual return within 42 days after the company’s return date. The return date is the date for a guarantee company is 9 months after the end of the company’s accounting reference period. Accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared.

What are the annual filing fees?

For a local private company, an annual registration fee of HK$105 is payable if the annual return is filed within the stipulated deadline.

For a local public company, an annual registration fee of HK$140 is payable if the annual return is filed within the stipulated deadline.

For a local company limited by guarantee, an annual registration fee of HK$105 is payable if the annual return is filed within the stipulated deadline.

Annual Return Filing Calculator

What are the penalties for late filing?

It is important to submit your annual return within the stipulated deadline to avoid the hefty penalties, and in serious cases, the company and its officers (directors, company secretary) can be prosecuted and fined upon conviction. Below is a table of the registration fee payable for the late delivery of an Annual Return.

 

If the Annual Return is delivered:Private Company (HK$)Local Public Company (HK$)Company limited by Guarantee (HK$)
More than 42 days after but within 3 months after the company’s return date8701,200870
More than 3 months after but within 6 months after the company’s return date17402,4001740
More than 6 months after but within 9 months after the company’s return date2,6103,6002,610
More than 9 months after the company’s return date3,4804,8003,480

Pro Tips for Efficient Filing

Ensuring a smooth filing process can be significantly streamlined with these expert tips:

  • Digital Preparation: Organise documents digitally for quicker online submission.
  • Guidance Resources: Utilise the on the NAR1 form from the Companies Registry for detailed instructions.
  • Reminder Systems: Set early reminders to allocate sufficient time for document preparation, form completion, and submission.
  • Professional Assistance: For companies with complex structures, leveraging services from professionals like accountants or corporate secretarial service providers, such as BoardRoom, can ensure precise filing and compliance.

Common Misconceptions About Annual Returns

Filing an annual return can be a daunting task. Thus it is vital to clarify some common misconceptions ahead of time so you can complete the process smoothly.

The Purpose of Annual Returns
Contrary to popular belief, annual returns do not measure a company’s financial performance. Their primary purpose is to keep the Companies Registry updated with current details about your company’s key information.
Frequency of Filing
A common error among newcomers is the assumption that annual returns are a one-off requirement. In reality, these are yearly obligations. Filing is not required in the year the company was incorporated.
Who Needs to File
The assumption that only public companies are obligated to file annual returns is wrong. All registered entities in Hong Kong, barring certain exemptions, must fulfil this requirement, regardless of their status as private or public companies.
Complexity of Filing
The perception that filing an annual return is a burdensome process laden with paperwork is outdated. With the advent of online platforms like the e-Services Portal, submitting your NAR1 form has become a streamlined process.
Reporting Company Changes
Overlooking the need to report minor updates is a misstep. Every alteration, be it a change in directorship or company address, needs accurate representation in your next annual return to avoid legal and compliance complications.

Your Checklist for a Hassle-Free Filing

To streamline your annual returns filing process, here’s a comprehensive checklist to guide you from preparation to post-submission.

 

    Preparation Phase

    Start these preparations at least a month before your filing deadline:

    • Gather Documents: Assemble all necessary documentation, including your company’s incorporation certificate, directors’ or shareholders’ ID copies, the shareholder register, and the latest AGM minutes, if they’re relevant.

    • Review Company Information: Verify any recent changes, such as new director appointments or address updates.

    • Familiarise Yourself with the Form: Obtain the NAR1 form and review the guide provided by the Companies Registry to ensure accurate completion.

    Filing Process

    Follow this step-by-step guide two weeks prior to the deadline to ensure timely filing:

    • Step 1 – Prepare Soft Copies: Ensure you have digital versions of all required documents.

    • Step 2 – Access the e-Services Portal: Navigate to the Companies Registry’s e-Services Portal.

    • Step 3 – Complete the NAR1 Form Electronically: Fill in the form carefully with the necessary details.

    • Step 4 – Review and Submit: Double-check the information for accuracy, then proceed to submit and pay the filing fee through the portal’s payment options.

    Post-Filing

    Within one week after the filing, you should finish the following tasks:

    • Verify Submission: Check your email for the receipt and confirmation from the Companies Registry acknowledging your successful submission.

    • Retain Records: Keep digital or physical copies of the submitted NAR1 form, payment receipt, and other pertinent documentation for future reference.

    亞洲領先的人力資源管理解決方案

    How Can We Help with Your Annual Returns Filing?

    At BoardRoom Hong Kong, we offer professional corporate secretarial services with a dedicated team of specialists to simplify your annual returns filing process. We handle all aspects of filing, from gathering documents to meeting deadlines, guaranteeing your company’s compliance with regulations. This allows you to focus your valuable time and resources on core business activities.

    Looking to streamline your annual returns filing process today? Let us guide you through every step with our tailored advice.

    Frequently Asked Questions (FAQs)

    Are foreign companies operating in Hong Kong required to submit annual returns?

    Yes. Foreign companies with operations in Hong Kong, such as branch offices, are generally obligated to submit annual returns. Nonetheless, their requirements may vary slightly compared to domestic businesses.

    What companies are exempt from filing annual returns in Hong Kong?

    Sole proprietorships in Hong Kong are usually exempt from filing annual returns. Owned and run by a single individual with unlimited liability, they are not subject to the formal registration process typically demanded of other business types.

    Can I file an annual return by mail or fax?

    The Hong Kong Companies Registry prioritises submissions through its e-Services Portal for efficiency and compliance. While paper filings may have been possible in the past, it’s advisable to confirm directly with the Registry to ensure a compliant filing process.

    Related Business Insights

    ESG Reporting 101: Your Comprehensive Guide

    ESG Reporting 101_ Your Comprehensive Guide

    ESG Reporting 101: Your Comprehensive Guide

    ESG reporting stands as a critical pillar for businesses in Hong Kong that aim to align with global standards of sustainability and ethical practices. This guide delves into the essentials of ESG (Environmental, Social, and Governance) by learning what it is and its difference from sustainability, and further covers the crucial role of ESG reporting and the best practices for it, ensuring your business not only meets regulatory expectations but also capitalises on the opportunities presented by sustainable business practices.

    What Is ESG?

    ESG refers to environmental, social, and governance. These three critical aspects examine the sustainability and societal impact of an investment in a company or enterprise. It is important to know that growing sustainability and green finance laws provide up new opportunities for Hong Kong enterprises. Regulatory organisations, such as the Hong Kong Stock Exchange (HKEX) and Securities and Futures Commission (SFC), are actively trying to promote standardisation in ESG and grow the market for ESG products.

    What Is ESG Reporting?

    ESG reporting is a company’s open disclosure of its environmental, social, and governance performance and practices in the form of a report. Its goal is to give stakeholders information about the company’s sustainability efforts and ethical operations, emphasising its commitment to risk management and sustainable development. Transparency is highly required to demonstrate a company’s commitment to ethical procedures, as it improves its reputation, and ensures its long-term financial stability. Businesses in Hong Kong and throughout the world may use such reporting along with to demonstrate a proactive approach to tackling relevant ESG risks and opportunities while also meeting regulatory criteria and stakeholder expectations for sustainable business practices.

    What Is the Difference Between ESG and Sustainability?

    While both sustainability and ESG are regularly interpreted as entailing the same meanings, they differ significantly. Sustainability is a universal term that, in general, can refer to a business’s relationship with the environment; ESG, on the other hand, expands that relationship to encompass social responsibility and measures to combat corruption.

    ESG acts as a framework or yardstick for external investments, allowing businesses to share their activities and investors to evaluate the risk and performance of the business. In contrast, sustainability is thought of as an internal structure that directs a business’s capital expenditures. While the organisation’s actions are motivated by sustainability, and their reported results are reflected in ESG.

    Given that ESG is primarily a reporting framework, it holds greater relevance for publicly traded companies that seek to attract investors, as well as any business looking to secure financing opportunities. It provides a means for companies to demonstrate their commitment to ESG principles and helps investors make informed decisions.

    ESG & Sustainability

    Why Is ESG Reporting Important for Companies?

    ESG reporting is important for companies and businesses alike in Hong Kong for various reasons, which mainly include:

    Investors’ Expectations
    Both global and local Investors are paying more attention to businesses that incorporate ESG considerations into their operations nowadays. These investors evaluate a company’s environmental and social impact to make more informed investment decisions. With the transparency that ESG reporting offers, you can maintain their trust at all times.
    Regulatory Compliance
    The HKEX, SFC and other regulatory bodies are emphasising the importance of ESG with the introduction of several requirements for companies to disclose information and pushing for standardisation in ESG reporting. As a result, leveraging ESG reporting to ensure compliance with regulations becomes a critical aspect of operating your business in Hong Kong.
    Operational Sustainability
    Long-term operational sustainability depends on a company’s capacity to show its dedication to sustainable practices, which is made possible by ESG reporting. It shows how well a business can handle social and environmental issues.
    Stakeholder Satisfaction
    Through ESG reporting, companies can communicate their ESG efforts and achievements, satisfying the growing demands of customers, employees, and the wider community for ethical and sustainable business practices.
    Enhanced Reputation and Risk Management
    A strong ESG proposition, as demonstrated through effective reporting, enhances a company’s reputation. It signals to stakeholders that the company is not only committed to operating ethically but also actively manages risks related to environmental and social issues, leading to better long-term financial performance.
    Market Positioning
    In a market that increasingly values ethical, sustainable, and transparent business practices, ESG reporting positions companies favourably among competitors and can open up new opportunities in green finance and sustainable investments, which are heavily facilitated through the initiatives and efforts by the Hong Kong Monetary Authority (HKMA).
    Hong Kong ESG

    What Are the ESG Reporting Frameworks to Follow in Hong Kong?

    ESG reporting frameworks provide guidelines for structuring and disclosing ESG information.

    The following are some of the relevant frameworks in Hong Kong:

    Hong Kong Stock Exchange (HKEX)

    The HKEX has published the “ESG Reporting Guide“, which defines the requirements for listed businesses to file annual ESG reports, including specified obligatory disclosures and extra compliance or explanation disclosures.

    The Securities and Futures Commission (SFC)

    SFC regularly promotes sustainable finance and enhances ESG reporting in Hong Kong. It has been involved in consultations to help Hong Kong comply with global climate-related reporting standards and enhance the regulatory environment for corporate sustainability disclosures.

    Green and Sustainable Finance Cross-Agency Steering Group

    This group, co-led by the Hong Kong Monetary Authority (HKMA) and the Securities and Futures Commission (SFC), aims to promote ESG reporting and sustainable finance in Hong Kong by enhancing the regulatory environment and enabling policy direction and cooperation.

    Regulatory Compliance

    What Are the Best Practices for ESG Reporting in Hong Kong?

    Upon understanding the framework for ESG reporting, it’s vital to ensure the best practices are put in place for effectiveness.

    Here are some of the best practices that can be utilised for ESG reporting in Hong Kong:

      Regulatory Compliance
      Ensure the reporting accurately complies with the Hong Kong Stock Exchange’s ESG Reporting Guide, which requires annual ESG reports with specified obligatory and “comply or explain” disclosures from listed companies.
      Board Supervision
      Enhance the board’s involvement in ESG monitoring by identifying possible risks and incorporating ESG issues into the company’s strategic strategy.
      ESG Leadership Structure
      Consolidate a clear governance structure within the board to ensure effective ESG monitoring, including effectively addressing and integrating ESG problems into the day-to-day decision-making.
      Materiality Assessment
      Conduct materiality assessments to identify and prioritise significant ESG risks and opportunities, focusing reporting efforts on the most pressing issues.
      Transparency and Accountability
      Increase stakeholder engagement and confidence by making comprehensive ESG reports available and employing specific communication techniques to convey ESG performance and initiatives effectively.

      Consider enlisting help from an ESG reporting service provider to ensure that you are taking advantage of these best practices to streamline and simplify your ESG efforts for success.

      Contact us to get a free 7-day trial on our ESG Access reporting software now.

      Is ESG Reporting Mandatory?

      Although ESG is currently not mandatory in Hong Kong, the HKEX has proposed mandatory disclosure rules for climate-related risks in ESG reports of listed companies, with a potential effective date of January 1, 2024. The aforementioned ESG Reporting Guide already requires a mandatory statement on the board’s oversight of ESG issues and its management approach. Without specific ESG laws in Hong Kong, there are still regulatory requirements for ESG reporting that include both mandatory and “comply or explain” components that companies in Hong Kong should be aware of.

      Hong Kong Law

      How Can BoardRoom Help You with ESG Reporting?

      BoardRoom supports companies in Hong Kong with comprehensive ESG reporting services, leveraging cutting-edge, blockchain-powered ESG Access platform to simplify data management and enhance operational sustainability. Our tailored approach ensures your compliance with evolving regulations and stakeholder satisfaction, while our extensive experience in APAC jurisdictions offers invaluable insights into local ESG standards. BoardRoom’s full-suite services, from materiality assessments to corporate governance, aim to integrate ESG into every facet of business operations, promoting long-term profitability and sustainability.

      Talk to BoardRoom today to find out how we can further help you with our ESG solutions.

      Contact BoardRoom for more information:

      Tina Thomas Profile Pic

      Tina Thomas

      Head of Environmental, Social and Governance

      E: [email protected]

      T: +852-2598 5234

      Related Business Insights

      Navigating the Importance of ESG Due Diligence in Hong Kong

      Navigating the Importance of ESG Due Diligence in Hong Kong

      Navigating the Importance of ESG Due Diligence in Hong Kong

      In Hong Kong, the importance of conducting due diligence in Environmental, Social, and Governance (ESG) matters cannot be understated. The integration of ESG factors into financial decision-making has become a key focus for regulators, investors, businesses and clients in Hong Kong and globally. Neglecting to implement proper ESG policies and procedures might create substantial risks. This guide aims to navigate through the comprehensive due diligence process, addressing the multi-faceted challenges and implementing sustainable practices crucial for businesses aiming for long-term success.

      What Is ESG?

      ESG stands for Environmental, Social, and Governance. It includes these three key elements that are used to evaluate an investment’s sustainability and social impact on a corporation or business. The constantly changing landscape of sustainability and green finance legislation presents a range of opportunities for Hong Kong businesses, as regulatory agencies like the Securities and Futures Commission (SFC) vigorously endeavour to promote standardisation, and grow the market for ESG items.

      What Is Due Diligence in ESG?

      In the world of ESG, due diligence entails a thorough evaluation and investigation of an organisation’s environmental, social, and governance aspects. Due diligence assessments can come in a variety of forms, such as market analysis, operational due diligence, legal and tax assessments, organisational, technological, and economic evaluations. These procedures serve to detect and manage risks, guarantee regulatory compliance, ensure businesses operate ethically and have better long-term financial performance.

      Investors, who are planning to undertake activities such as company mergers, acquiring stakes in other entities, or engaging in substantial business transactions, are likely to turn to prior due diligence assessment results for making investment decisions. Therefore, to get well-equipped for ESG compliance and build trust with stakeholders and investors, companies and corporations often enlist tailored ESG due diligence services to ensure that they are implementing sustainable practices for lasting success.

      What Are the Steps involved in Due Diligence?

      The due diligence process in ESG solutions typically involves several essential steps to ensure a thorough assessment of a company:

      Identification

      The process begins by gathering pertinent information directly from the prospective partner or through a third party. This includes details about the company, its shareholders, and other relevant information. Trained staff or external advisors often conduct this initial check to ensure the accuracy and completeness of data.

      Assessment of Legal, Financial, and Operational Matters

      To delve into all aspects of the company’s business and affairs, this step includes a thorough review of crucial documents and information, assessing compliance with applicable laws, examining intellectual property rights, evaluating employment matters, scrutinising key contracts, and analysing regulatory and litigation issues.

      Company Verification

      This step focuses on verifying various aspects of the company, such as its business name, registration details, activity field, financial transactions, financial records, list of creditors and business partners, owned assets, number and status of employees, and evidence of tax compliance and legal obligations.

      Additional Research

      In certain cases, conducting in-depth research beyond the main issues mentioned above may be necessary to gain a more comprehensive understanding of the company.

      Setting Targets and Developing Further Action Plans

      After the assessment, it’s vital to set targets and strategise based on the findings. This involves pinpointing areas needing improvement, defining measurable objectives for ESG compliance, and crafting a plan to reach these goals. The focus is on mitigating risks and seizing opportunities for sustainable development, ensuring the company meets ESG standards while preparing for future advancements.

      Due diligence

      What Is the Importance of Due Diligence in ESG?

      The importance of due diligence can be explained by its functions in the following 5 aspects:

      Risk Mitigation
      Adopting due diligence services helps identify potential ESG risks that can affect your company’s sustainability and stability and provides insights that can encourage proactive management strategies. By aligning the company’s operations with sustainable practices, this risk mitigation ensures the double benefits of environmental sustainability and business continuity.
      Regulatory Compliance
      Ensuring compliance with local ESG regulations, such as those outlined by the Hong Kong Monetary Authority (HKMA) and Securities and Futures Commission (SFC) in Hong Kong, through due diligence not only prevents legal complications and hefty fines for the company but also builds its reputation as a responsible business.
      Attracting Investors
      A thorough ESG due diligence assessment highlights the company’s dedication to sustainable and ethical standards, which can attract investor interest. Gaining more investor confidence through openness in your company’s financial health, governance structure, and physical and human resource management will help you draw in more funding.
      Building Trust with Stakeholders
      By carefully aligning your corporate governance based on ESG due diligence assessment, you build and maintain trust with your stakeholders, investors, and communities through demonstrating the sustainability of your business practice.
      Brand Awareness and Retention
      It allows you to show your company’s dedication to ethical business practices and establish a positive brand image to raise brand awareness among potential customers. Additionally, it helps retain clients by bolstering their faith in your business ethics and guaranteeing that they are consistent with their own beliefs or brand image.
      Hong Kong due diligence process

      Are There Any Organisations That Help with the Due Diligence Process?

      In Hong Kong, businesses seeking assistance with the ESG due diligence process, especially for green and sustainable products, can turn to resources provided by authoritative bodies. The Hong Kong Monetary Authority (HKMA) has been instrumental in guiding companies through thematic examinations that focus on the development and management of such products. They have laid out specific “Due Diligence Processes for Green and Sustainable Products“, offering a valuable framework for companies to follow.

      Moreover, for legal due diligence, companies can access publicly available information through various government authorities. This includes conducting searches at the Companies Registry for corporate governance information, the Land Registry for property-related details, and the Intellectual Property Department for intellectual property rights and protections.

      Challenges faced in ESG due diligence

      What Are the Common Challenges That Companies Face in ESG Due Diligence?

      Many companies, enterprises and business entities face challenges when it comes to performing due diligence processes, and they include the following:

      Complexities of Regulatory Compliance
      Hong Kong’s regulatory environment poses a significant challenge, particularly with regard to anti-money laundering (AML) laws and ESG requirements. Compliance is a continuously changing issue for businesses as they must traverse the regulations set by the Hong Kong Monetary Authority (HKMA) and conform to international standards such as those from the Asia Pacific Group on Money Laundering (APG) and the Financial Action Issue Force (FATF).
      Data Collection and Reporting
      Initially setting up and maintaining accurate data collection processes can be challenging due to the detailed nature of the information required and the need for ongoing updates.
      Managing Stakeholder Expectations
      A comprehensive strategy is necessary to balance the demands of different stakeholders, such as communities, investors, executives, and employees. In order to preserve and improve a company’s reputation, it is essential to guarantee compliance and exhibit a sincere dedication to ESG principles.
      Implementing Sustainable Practices
      Finding ESG opportunities and threats is just one stage in the process; it can be difficult to handle these issues by successfully integrating sustainable practices into corporate operations. It demands major adjustments to operational procedures, modifications to culture, and frequent financial expenditure.
      Adapting to Technological Advancements
      The use of technology, such as blockchain for ESG data management as recommended by the HKMA, introduces challenges in keeping up with technological advancements and ensuring staff are well-trained to leverage these tools for effective risk management and future planning.
      Risk Management
      Adhering to regulations in Hong Kong makes it more difficult to manage ESG-related risks. To effectively analyse and manage risks in accordance with both ESG and AML standards, businesses must get a thorough awareness of their influence on the environment, societal interactions, governance processes, and financial activities.

      How Can BoardRoom Help You with ESG Due Diligence?

      BoardRoom can assist companies with ESG due diligence by providing comprehensive support in identifying, assessing, and managing ESG factors. This may include services related to regulatory compliance with the ever-changing legal landscape of ESG, risk management, and the implementation of sustainable business practices in Hong Kong. With BoardRoom’s innovative ESG Access software, which is backed by blockchain technology for transparency, companies can streamline their due diligence process with simple data management and collection, enabling data-driven decision-making and enhancing operational sustainability and stakeholder satisfaction easily.

      Looking for an expert to help guide you through the complex due diligence process for your ESG initiatives? Talk to today to learn how our solutions can leverage technology to ensure a sustainable future for your business.

      Contact BoardRoom for more information:

      Tina Thomas Profile Pic

      Tina Thomas

      Head of Environmental, Social and Governance

      E: [email protected]

      T: +852-2598 5234

      Related Business Insights

      Business transformation: revolutionising finance and payroll functions

      Business transformation revolutionising finance and payroll functions Banner

      Business transformation: revolutionising finance and payroll functions

      Adapting to change is vital for the survival of any business, and if you’re exploring how to respond to the changing landscape in your market, you will have heard the term business transformation.

      Business transformation describes the fundamental and significant changes that an organisation undergoes to improve its operational and financial performance, competitiveness and strategic position. It can involve transforming technology and digital applications, people, culture, organisational structure, processes and strategy.

      Successful business transformation requires strong leadership, effective communication and the commitment of the entire organisation to embrace change; in short, it requires an effective change management strategy and execution.

      A subset of business transformation is another industry buzz phrase; digital transformation. It is common knowledge that the effective use of technology improves business efficiency, reduces costs and ensures compliance. However, adjusting to the expectations of digital-savvy consumers can be a major challenge for businesses in Hong Kong.

      This article discusses the imperatives of digital transformation in relation to payroll and finance functions for Hong Kong businesses and the challenges this entails. It also explores solutions, with advice for business leaders and entrepreneurs on how they can successfully embrace the transformation of these key functions for the future health of their businesses.

      How digital transformation is revolutionising finance and payroll

      Digital transformation in finance and payroll has become critical in the modern business world, where AI and automation are improving efficiency and transforming these functions into strategic decision-making departments.

      Advanced data analytics in finance allows for more precise forecasting and informed decision-making. Machine learning, for example, can analyse market trends and customer data and reduce or prevent fraudulent activities. Forward-thinking industry leaders are also looking to digitalise processes using automation to transform manual finance functions in order to boost productivity.

      In payroll, automation and cloud-based systems are reshaping employee compensation. Real-time processing ensures accuracy in payroll calculations and can adapt to various tax laws. Additionally, self-service payroll portals increase transparency and employee satisfaction by allowing individuals to manage their payroll information.

      Payroll and digital transformation
      Ken Wong, Managing Director Asia, Payroll at BoardRoom, shares his views on this digital transformation in relation to payroll.

      “In the past, the process of paying employees has meant you’re calculating working hours, adding in the allowances, subtracting deductions, calculating the statutory contributions and then paying the employees at the end of the month. Often, a simple spreadsheet or off-the-shelf software has been used to manage all these calculations.”

      But this process is time-consuming and prone to human error, says Ken. Payroll issues have become more complex, and staff and organisations want and need more convenient ways to manage payroll that comply with ever-changing regulations and offer real-time data. The complexity of managing payroll is also heightened for corporations operating across multiple countries with differing local regulations and cultural norms.

      Among other forms of digital transformation, cloud computing and data analytics are becoming increasingly popular tools that Hong Kong businesses use. Cloud technology and automation are transforming payroll systems, leading to more integration and transparency and reducing the risk of human error.

      “In short, the need for real-time data for instantaneous responses and requirements to stay abreast with regulations and changes means your simple spreadsheet or your off-the-shelf software does not cut it anymore,” Ken concludes.
      Finance and digital transformation
      Finance functions such as accounting are also rapidly evolving, says Yang Shuzhen, Accounting Director at BoardRoom. “Accounting generally is very paper-based, which creates a range of problems.”

      Documents can get lost or misfiled over time, which may result in audit issues. Hard-copy documents and files are accessible only from one location, which makes them time-consuming and cumbersome to manage. “That has triggered the digitisation of accounting documents through technology such as OCR (Optical Character Recognition). Maintaining soft copies is so much easier and it means supporting documents are all saved with the transaction itself. It simplifies and consolidates files, which is also much more convenient for reviews and audit checks.” says Shuzhen.

      The increased need for greater transparency, efficiency, productivity and accuracy is driving the digital transformation of processes, especially in accounting and payroll, functions that are traditionally resistant to digitisation, digitalisation and automation. The digital literacy of staff, external stakeholders and customers has also added to expectations that organisations and businesses will have cloud-based processes that make interactions instant, accurate and accessible.
      Digital transformation

      Overcoming legacy system challenges

      There’s no doubt that digital transformation is key for businesses to succeed in the future, but there are barriers to success. The key challenges businesses face when attempting to update legacy systems and processes include:

      Resistance to change
      • One of the most significant barriers to digital transformation in finance and payroll is overcoming the fear of change, particularly concerns about increased errors and a lack of control if processes are changed or automated.
      • There's also a tendency to stick to 'the way things have always been done’ without understanding why.
      • Educating staff about the benefits and rationale for change, including legal requirements and regulations changes, can help. For example, the belief that to be compliant, all employees must receive a physical payslip when, in fact, soft-copy payslips are perfectly acceptable.
      Skills gaps and resource constraints
      • The skill gap presents a significant challenge in implementing digital strategies. Many companies struggle to find skilled personnel for digital transformation, especially when resources are already tied up in legacy systems.
      • Skills shortages are preventing many companies from realising their ambitions too. A 2022 survey on technology adoption found that while 73 per cent of respondents in Hong Kong said their organisation had a digital transformation strategy, 35 per cent could not find the staff to implement it.
      • Prioritising training and strategic investment in new technologies is key to overcoming skills gaps and short-term resource limitations.
      Integrating automation into existing technology
    • Businesses often attempt to integrate new technology with old systems, which can be counterproductive.
    • A complete overhaul, rather than mere integration, is sometimes necessary and a simpler solution to truly harness the advantages of modern technology.
    • Despite these challenges, the benefits of embracing technology in finance and payroll are undeniable, with automation simplifying operations and enhancing accuracy and compliance. Reinforcing this is the fact that more than 90 per cent of survey respondents reported that their organisations would be adopting more technology by upgrading existing technology and increasing investment.

      Overcoming legacy system challenges

      Strategies for navigating digital transformation

      Organisations can overcome legacy pitfalls and enact meaningful change that leads to digital and business transformation by implementing appropriate strategies. Organisations can adopt a number of strategic changes.

      • Start to shape a growth mindset by incorporating small changes such as transitioning from paper-based to digital record keeping. Small, successful changes lead to bigger mindset shifts among team members over time.
      • Rethink the allocation of budget and invest in future-focused systems rather than trying to maintain or update expensive legacy systems.
      • Empower leaders with clear visions and goals who can communicate those goals to their teams and provide regular updates on progress, challenges and successes in team meetings via staff newsletters or internal web portals.
      • Engage with professional service providers such as BoardRoom, who can assist organisations to adopt and administer more efficient payroll and accounting systems and accelerate their digital transformation journey.

      Advanced analytics and business intelligence in action

      Adopting advanced analytics and reporting tools through a business transformation process is a fundamental shift towards strategic decision-making. Digital technologies enable organisations to unearth actionable insights, leading to better planning for future needs as well as cost savings.

      Shuzhen advises businesses that if they can upgrade their systems, even gradually, they can start creating comprehensive data sets. Advanced analytics and reporting tools will then transform their accounting and payroll functions.

      For companies entrenched in legacy systems, the journey towards digital transformation doesn’t have to be overwhelming. Small yet impactful steps can be taken by transforming a single process or function with advanced analytics.

      Aligning business transformation goals with core business functions ensures that digital transformations are cohesive and effective. When businesses are capturing data, they need to understand why they are capturing it, what they want to analyse and why. This is where external advice is crucial for businesses as they navigate the digital transformation process.

      Advanced analytics and business intelligence

      The future of digital transformation starts here

      As the Hong Kong business environment continues to evolve, leaders and entrepreneurs will need to embrace digital transformation in their payroll and accounting functions to stay competitive and compliant. Such transformations can be challenging, but the rewards of increased productivity, transparency, cost savings and compliance are well worth the investment.

      BoardRoom has partnered with businesses of all sizes in Hong Kong to help guide them through their digital transformations, ensuring a smooth and efficient transition in line with their broader business transformation goals. Offering well-planned strategies that overcome legacy issues and drive business success, the BoardRoom team of payroll and accounting experts are ready to talk to you today to help you achieve your business goals.

      Related Business Insights

      Hong Kong Budget 2024-25 : Attracting Enterprises, Capital and Talent

      Hong Kong Budget 2024-25 Attracting Enterprises, Capital and Talent Banner

      Hong Kong Budget 2024-25 : Attracting Enterprises, Capital and Talent

      On 28 February 2024, Hong Kong’s Financial Secretary, Mr. Paul Chan presented the 2024-25 Budget, themed ‘Advance with Confidence, Seize Opportunities, Strive for High-quality Development’.

      Hong Kong faced unexpected challenges during the fiscal year 2023-24, resulting in slower economic growth and a larger fiscal deficit than anticipated. To address these issues, the 2024-25 Budget adopted a fiscal consolidation strategy and outlined a comprehensive plan aimed at stimulating economic growth and enhancing competitiveness.

      Our exclusive commentary on the Hong Kong Budget 2024-25 offers insights into the key tax proposals announced, which will impact businesses and individuals.

      • Global Tax Initiative
      • Profits Tax Relief
      • Tax Incentives
      • Other Key Measures and Proposals
      • Other Duties and Charges

      Download our commentary now to understand how you can navigate these changes with confidence.

      Our tax team will be conducting a webinar at 11am-12pm on 14 March, guiding you through some of these key changes. Click here to register for your complimentary seat.

      If you have any questions about maximising your tax position with this latest announcement, please email our tax team at [email protected].

      Related Business Insights

      Fundamentals of Performance Share Plan

      Fundamentals of Performance Share Plan

      Fundamentals of Performance Share Plan

      Performance Share Plans (PSPs) have emerged as a crucial component in driving corporate success and aligning employee interests with business objectives in Hong Kong. As a sophisticated form of Employee Share Option Plan (ESOP), PSPs in Hong Kong are designed to offer long-term incentives to employees. In this essential guide, we delve into the fundamental knowledge of PSPs and how they can strategically improve business performance, leveraging their power for long-term growth and success.

      Introduction of Performance Share Plan (PSP)

      Hong Kong’s corporate landscape is highly competitive, which makes Performance Share Plans (PSPs) an essential tool for aligning executive and shareholder interests. PSPs, a form of Employee Share Option Plan (ESOP), are long-term incentive plans where employees, typically senior management, receive shares based on achieving pre-defined performance targets. An ESOP is a broader concept where employees are granted options or shares, contributing to their direct investment in the company’s growth. This approach ties executive compensation directly to the company’s success, incentivising strategic decision-making and long-term value creation. Implementing a tailored ESOP service can effectively manage these plans, ensuring they align with the company’s goals and effectively incentivise  employees in Hong Kong’s dynamic market.

      Understanding Performance Share

      Performance shares represent a form of stock-based compensation awarded to employees. These shares are contingent on meeting certain performance benchmarks that align with the company’s strategic and financial objectives. Typically part of a long-term incentive plan, performance shares vest when employees successfully meet or exceed these pre-defined goals. This practice, widely adopted by companies listed on the Hong Kong Stock Exchange, effectively merges employee rewards with the company’s overall performance. In a market known for its competitiveness, this approach of leveraging performance shares serves as a key strategy for fostering sustainable business growth and aligning employee efforts with shareholder value.

      Understanding Performance Share

      Types of Performance Metrics Used in PSP

      Different metrics can be applied to determine the vesting of performance shares, each catering to various aspects of a company’s objectives.

      Total Shareholder Return (TSR) Performance Shares
      TSR Performance Shares are based on the total return a company delivers to its shareholders, covering both stock price appreciation and dividends. This metric is particularly relevant in Hong Kong’s stock market-driven economy, where shareholder return is a prime focus.
      Earnings-Based Performance Shares
      Earnings-Based Performance Shares are tied to the company’s profitability metrics, such as earnings per share (EPS) or net income targets. This type of PSP is crucial in Hong Kong’s business environment, where robust financial performance is a key indicator of company health and executive effectiveness.
      Strategic Goals Performance Shares
      Strategic Goals Performance Shares are linked to non-financial and qualitative objectives like market expansion, product launches, or sustainability goals. In Hong Kong, where companies are increasingly focusing on long-term strategic objectives and corporate social responsibility, these performance shares align executive efforts with broader company goals.
      How Performance Share Plans Work

      How Performance Share Plans Work

      Performance Share Plans (PSPs) function as a strategic employee share award scheme, intricately linking employee compensation to the company’s performance. Within a PSP, employees are granted shares at the outset of a multi-year plan, typically spanning three to five years. However, these shares only vest upon the fulfilment of specific performance criteria within this period. This model is designed to drive employees, particularly executives, towards achieving long-term strategic objectives rather than focusing on immediate gains. The success in meeting these objectives is meticulously assessed before the vesting of shares, ensuring that employee rewards are directly proportional to the value they add to the company and its shareholders. Governed by Hong Kong’s company and securities laws, including the Companies (Winding-Up and Miscellaneous Provisions) Ordinance and the Securities and Futures Ordinance, PSPs in Hong Kong are often administered by experts to ensure precision and efficiency. This approach not only aligns with corporate performance but also plays a crucial role in attracting and retaining talent, particularly in companies on the trajectory toward an Initial Public Offering (IPO).

      Advantages of Performance Shares

      Advantages of Performance Shares

      Performance shares in Hong Kong’s corporate arena bring a multitude of benefits.

      Aligning Interests and Motivating Employees
      Performance shares in Hong Kong are instrumental in aligning the goals of employees with those of shareholders. These share schemes not only motivate staff but also play a crucial role in talent retention. By tying substantial parts of compensation to the company’s performance, employees are encouraged to focus on long-term success, aligning their efforts with shareholder interests.
      Easing Working Capital and Cash-Flow Constraints
      Performance shares, as a type of Employee Share Option Plan (ESOP), provide financial relief by reducing working capital requirements and easing cash-flow constraints. This substitution of cash remuneration with shares allows companies in Hong Kong to preserve liquidity, offering a sustainable cost-cutting strategy crucial for business survival in the city’s dynamic economic landscape.
      Offering Better Tax Advantages
      Performance share plans in Hong Kong also come with preferable tax implications compared to traditional cash-based compensation. This tax efficiency is beneficial for both the employees, who receive more value from their compensation, and the company, which sees improved financial health. This advantage makes performance shares an appealing option from a fiscal standpoint.
      Attracting and Retaining Top Talent
      Additionally, performance shares are a powerful tool for attracting and retaining high-calibre professionals. The promise of significant financial rewards for meeting key business objectives makes these plans attractive to ambitious employees. In Hong Kong’s competitive job market, this aspect of performance shares is invaluable for companies looking to secure the best talent.

      Performance Share Restrictions

      Performance shares come with certain restrictions, like a vesting period and specific performance criteria that must be met. These restrictions ensure that the executives’ focus is aligned with long-term value creation. In Hong Kong, where the regulatory environment is stringent, these restrictions also comply with governance standards and protect shareholders’ interests.

      For businesses looking to navigate these challenges effectively and implement Performance Share Plans successfully, consider talking to BoardRoom’s experienced team for consultation. Our services are tailored to help companies manage the complexities and adhere to the legalities of Performance shares and Performance Share Plans efficiently.

      Frequently Asked Questions (FAQs)

      Can performance shares decrease in value?

      Yes, performance shares can decrease in value if the company’s stock price drops. This risk aligns executive compensation with company performance and shareholder experience, highlighting the inherent nature of these shares as a reflection of the company’s actual market performance and emphasising the direct impact of corporate decisions on executive rewards.

      Are there tax implications for receiving performance shares?

      In Hong Kong, receiving performance shares can have tax implications. When shares vest, they are considered income and are subject to income tax. Recipients need to understand these implications and plan accordingly. To effectively navigate and manage these tax responsibilities, recipients should consider utilising tax filing and advisory services, which can provide expert guidance and ensure compliance with local tax regulations.

      Can performance share plans be customised for different employees?

      Yes, performance share plans can be tailored to suit the roles and responsibilities of different employees. In Hong Kong, customisation of PSPs allows companies to align the incentives with specific roles, driving performance in areas critical to the company’s success.

      Contact BoardRoom for more information:

      Jason U

      Managing Director Asia, Share Registry Services and Employee Plans Services

      E: [email protected]

      T: +852-2598 5234

      Related Business Insights

      Deep Dive Into Restricted Share Plans

      Deep Dive Into Restricted Share Plans

      Deep Dive Into Restricted Share Plans

      Restricted Share Plans (RSPs) have taken centre stage as a key mechanism for fostering employee loyalty and driving organisational success in Hong Kong. In this guide, we explore the essentials of RSPs, their role in aligning employee efforts with corporate goals and their impact in cultivating a committed and performance-driven workforce.

      Introduction of Restricted Share Plans (RSP)

      In Hong Kong’s rapidly evolving corporate world, Restricted Share Plans (RSPs) are emerging as a key strategy for attracting and retaining top talent. RSPs offer a blend of immediate and long-term incentives to employees by granting them company shares under certain conditions, such as staying with the company for a specified period or achieving performance goals. This approach aligns the interests of employees with the company’s long-term success, fostering a culture of ownership and commitment.

      Understanding Restricted Shares

      Restricted shares are company stocks awarded to employees as part of their compensation package, but with a catch – they come with restrictions. These restrictions usually involve a vesting period during which employees cannot sell or transfer the shares. The idea is to incentivise employees to remain with the company and contribute to its growth over time. In Hong Kong’s competitive business environment, they serve as a powerful tool for companies looking to build a loyal and motivated workforce.

      Understanding Restricted Shares

      Types of Restricted Share Plans

      Restricted Share Plans are tailored to suit different business needs and employee incentives. These plans come primarily in two forms: Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs), each with its unique characteristics and benefits.

      Restricted Stock Awards (RSAs)
      Restricted Stock Awards (RSAs) in Hong Kong are a compelling form of equity compensation, where employees are granted company shares either for free or at a significant discount on the grant date. Upon receiving RSAs, employees instantly become shareholders and gain voting rights, embedding them deeply within the company’s future. This immediate ownership is balanced by vesting conditions, meaning employees can’t sell their shares until certain requirements, like tenure or a liquidity event, are met. In startups, employees receive these awards at a low fair market value (FMV) with the potential for substantial growth in value, making them a powerful incentive. However, employees might need to pay upfront for these shares, albeit at a potentially lower value than their future worth. The chance to ‘buy low and sell high’ with RSAs creates a compelling wealth-building opportunity for early-stage company employees.
      Restricted Stock Units (RSUs)
      Restricted Stock Units (RSUs) represent a promise to grant company shares at a future date, possibly at no initial cost to the employee. This future-focused approach is particularly prevalent in established companies in Hong Kong, where share values are already significant. RSUs are tailored to retain talent by binding the reward (shares) to future company performance and the employee’s ongoing commitment. Unlike RSAs, RSUs don’t grant immediate voting rights or dividends, as actual shares are not issued until vesting occurs. The vesting of RSUs often relies on meeting specific conditions like a time-based clause, ensuring long-term alignment of employee and company goals. For employees in private companies, ‘Double-Trigger Vesting’ of RSUs is a critical feature, wherein vesting is contingent not only on the passage of time but also on a public offering or sale of the company, mitigating potential tax issues associated with owning shares that can’t be readily sold. This mechanism is vital in Hong Kong’s dynamic market, where many startups aspire to go public or be acquired, and it protects employees from financial risk while still incentivising them with the promise of future equity.
      How Restricted Share Plans Work

      How Restricted Share Plans Work

      In Hong Kong’s business context, Restricted Share Plans (RSPs) are designed to align the interests of employees with the long-term objectives of the company. These plans operate by granting employees company shares, subject to specific conditions such as remaining with the company for a predetermined period or achieving set performance goals. This conditional approach serves multiple purposes.

      The tenure-based milestones in RSPs are vital in fostering employee loyalty and retention. By tying the vesting of shares to the duration of an employee’s service, companies in Hong Kong effectively encourage their workforce to commit to longer tenures. This strategy is particularly beneficial in the city’s fast-paced job market, where retaining skilled talent can be challenging.

      Performance targets included in RSPs act as powerful motivators. Employees are incentivised not only to meet but exceed their performance goals, knowing that their efforts directly contribute to their personal financial growth through vested shares. This performance-based vesting criterion ensures that the company’s success is closely linked to the employees’ achievements, creating a mutually beneficial environment.

      Upon meeting these vesting conditions, the shares transition from being ‘restricted’ to fully owned by the employees. This transition marks a significant milestone in an employee’s journey with the company, symbolising mutual commitment and shared success. The moment of vesting represents not just financial gain for the employees but also an acknowledgement of their valuable contribution to the company’s growth. This aspect of RSPs is particularly appealing in Hong Kong’s dynamic business landscape, where the blend of financial incentives and recognition plays a crucial role in employee satisfaction and corporate success.

      Advantages of Restricted Shares

      Advantages of Restricted Shares

      Restricted shares offer several distinct advantages that benefit both the employees and the company.

      Employee Retention and Incentive
      One of the primary advantages of restricted shares is their role in employee retention and motivation. By providing employees with a stake in the company, they become directly invested in the company’s success. This ownership feeling encourages them to perform at their best and stay with the organisation until the shares vest. In a city like Hong Kong, where the job market is highly competitive, this can be a significant factor in retaining top talent.
      Simplicity and Clarity
      Compared to other forms of equity compensation, such as stock options, restricted shares are relatively straightforward. They come with a clear vesting schedule and easy-to-understand timelines, making them an attractive option for employees. This simplicity is particularly appealing in Hong Kong’s complex financial landscape, as it provides clarity and reduces confusion for employees who might not be well-versed in equity compensation mechanisms.
      Value at Vesting
      Another key advantage of restricted shares is their inherent value at the time of vesting. Unlike stock options, which may have little or no value if the company’s stock price has not appreciated since the grant, restricted shares hold intrinsic value even if the stock price remains static. This feature ensures that employees receive a tangible benefit upon vesting, which can be a strong motivational factor.
      Flexibility
      Restricted shares also offer flexibility to employees in managing their equity compensation. Once vested, employees have the option to either retain their shares, potentially benefiting from future stock price appreciation and dividends or sell them immediately for cash. This flexibility is particularly beneficial in a volatile market like Hong Kong, allowing employees to make decisions that best suit their individual financial situations and goals.

      Additionally, RSPs in Hong Kong can complement Employee Stock Option Plans (ESOPs), offering a broader equity compensation portfolio. While ESOPs provide options to purchase stock at a future date, RSPs offer actual shares upon meeting specific criteria. Utilising tailored ESOP services or vendors can streamline the management and integration of both RSPs with ESOPs to ensure that companies can devise a sustainable strategy to balance immediate and long-term employee incentives, achieving long-term success for their businesses.

      Legal and Tax Implications

      In Hong Kong, the legal and tax implications of restricted shares are governed by the Inland Revenue Ordinance. Both companies and employees must understand the tax implications at the time of grant, vesting, and sale of these shares. Proper compliance with these regulations is crucial to avoid legal complications and ensure the smooth operation of the RSPs. To this end, companies should consider engaging in tax filing and advisory services. Expert guidance in these areas not only ensures compliance but also contributes to the long-term success and stability of the company’s RSP initiatives. Talk to BoardRoom to learn how our services can ensure compliance and the long-term success and stability of RSP initiatives.

      Frequently Asked Questions (FAQs)

      Do Restricted Share Plans impact share price?

      While restricted shares don’t directly affect a company’s share price, they can have an indirect impact. By incentivising employee performance and retention, they can contribute to the company’s overall performance, which in turn may influence investor perception and share value.

      What happens to Restricted Shares if an employee leaves the company?

      Typically, if an employee leaves the company before their restricted shares vest, they forfeit these shares. However, the specific outcomes can vary based on the company’s share plan rules and the terms of the employee’s departure.

      Do restricted shares affect company ownership?

      Yes, restricted shares do affect company ownership. As employees’ shares vest, they gain a stake in the company, potentially affecting the overall ownership structure. This dilution is often seen as an investment in human capital, which can drive future growth.

      Contact BoardRoom for more information:

      Jason U

      Managing Director Asia, Share Registry Services and Employee Plans Services

      E: [email protected]

      T: +852-2598 5234

      Related Business Insights

      In-house or outsourced company secretarial services – making the right call for your business

      In-house or outsourced company secretarial services – making the right call for your business Banner

      In-house or outsourced company secretarial services – making the right call for your business

      In Hong Kong, the appointment of a company secretary for a limited company is mandatory from company incorporation. As a business leader, you may choose to hire a company secretary internally or engage the company secretarial services of an external team.

      Given the pivotal role of the company secretary in contemporary Hong Kong, your choice will have significant impacts on the operation, safety and future direction of your company.

      To guide you in making an informed decision, we turn to Esther Choy, Head of Corporate Secretarial for BoardRoom Hong Kong. In this article, Esther shares her views on how an in-house company secretary or an outsourced company secretarial services provider might be the best fit for your business.

      What does a corporate secretary do?

      When setting up a company in Hong Kong, the board of directors must appoint a company secretary.

      Historically, the role of company secretaries was largely administrative in nature. Today, the company secretary is a high-level position with a broad range of vital responsibilities across various business functions. The primary duties of the company secretary are set out in the Hong Kong Companies Ordinance.

      Depending on the nature and scale of your business, the type of organisation etc. these may include:

      Advising the directors on secretarial matters
      Facilitating and ensuring compliance with the Hong Kong Companies Ordinance and other applicable laws, rules and regulations
      Organising and attending board meetings
      Supporting business operations in respect of corporate governance matters
      Aiding communication and collaboration with the directors, regulatory bodies and different stakeholders
      Maintaining and updating your company’s statutory books

      Regulatory compliance support

      Regulatory compliance is one of the most complicated, time-consuming aspects of running a business but also one of the most critical. Companies who fail to prioritise corporate compliance may face fines, lawsuits and reputational damage.

      “It is the duty of a competent company secretary to facilitate and ensure regulatory compliance and to release your company from the compliance burden so that your executive staff can concentrate on growing the business,” explains Esther.

      Regulatory compliance support

      Corporate governance assurance

      With Hong Kong authorities now demanding a high standard of corporate governance from local companies, the support of a qualified company secretary is invaluable.

      “In Hong Kong, the dual qualification of Chartered Secretary & Chartered Governance Professionals was launched in 2019. A qualified company secretary who possesses a high level of professionalism, competence and communication skills plays a crucial role in assisting organisations in upholding the high corporate governance standards. Among the large organisations and the listed companies, we’re seeing a greater focus on the internal controls and policies companies have in place to ensure corporate governance work is carried out properly,” says Esther.

      Corporate governance assurance

      How should I choose a company secretary?

      The decision of whether to hire an internal company secretary or engage an external team depends on various factors related to your company’s unique requirements.

      Key factors that will determine your secretarial workload include:

      • the size of your organisation and the complexity of its structure (e.g. whether the volume of secretarial work justifies hiring an in-house company secretary or is it more cost efficient to outsource to an external services provider. This could include looking at whether you have subsidiaries in multiple countries);
      • growth plans for your business (regional and international);
      • whether you need an inhouse company secretary to serve as a liaison for communication between the executive and non-executive boards, between the board and the management, and between different stakeholders;
      • how the board needs support from the company secretary in respect of director training, meetings schedule and proceedings, board-level governance, corporate governance, etc

      Having a good understanding of your current requirements allows you to ascertain how much secretarial advice and assistance you will need in the short and long term. From here, you can perform a cost-benefit analysis for each option to determine the best path for your business.

      Company secretary

      When to hire internally

      In-house company secretaries are more commonly found in listed companies, public companies, charitable organisations or large private companies with numerous subsidiaries. In contrast to smaller private businesses, these organisations tend to have a compliance workload significant enough to warrant the hire of a dedicated resource.

      “This is simply a cost and benefit analysis.” Esther explains.

      Aside from steep employment costs, potential downsides of company secretary insourcing are as follows:

      • The skill of the individual is not guaranteed. During recruitment, you will need to thoroughly check the candidate’s ability to perform the job well.
      • Compliance may not be prioritised. If your company secretary simultaneously performs another role (e.g. chief financial officer, general counsel), competing priorities may lead to performance issues.
      • Key man risk. If your in-house company secretary resigns or takes extended leave and you are unable to find a suitable replacement promptly, it will leave your company open to secretarial compliance risk.

      To avoid these problems, many organisations choose to engage external corporate secretarial services instead.

      When to outsource

      In Hong Kong, a company secretarial services provider must be a Trust or Company Service Provider (TCSP) license holder.

      “In a reputable corporate services provider, there are teams of chartered secretarial and chartered governance professionals and professional staff who are experts in handling the full spectrum of secretarial compliance and corporate governance matters.” says Esther.

      “Company secretarial firms tend to be a cost-saving option for small businesses and new start-ups in this instance.”

      By engaging a reputable corporate services provider as your company secretary, you can:

      • leverage the skills and knowledge of a full team of experts;
      • benefit from a consistently high standard of performance;
      • trust that your company secretary is singularly focused on keeping your company safe in full compliance with the Companies Ordinance;
      • rely on smooth continuity of service via a team of dedicated client managers and professional staff, eliminating key man risk; free up your executive staff to focus on core activities and strategic priorities;
      • access complementary services with ease (e.g. tax, payroll and accounting); and
      • receive seamless support with international expansion (when you engage a firm with global presence).

      The numerous advantages of engaging a reliable company secretarial services provider make outsourcing a popular option for all kinds of businesses, from local start-ups and fast-growing SMEs to large multinational organisations.

      When to outsource

      Achieve your goals with premium company secretarial services

      In Hong Kong’s competitive landscape, where the success of a business now depends on its corporate governance performance, your choice of company secretary can mean the difference between gaining a competitive advantage and falling behind.

      At BoardRoom, our 50-year track record of helping businesses thrive speaks to the valuable expertise, reliability and positive client experience we deliver every time.

      By partnering with us, you can rest assured that your company secretarial needs will be handled with the utmost skill and professionalism, allowing you to focus on what matters most – pursuing business success in Hong Kong and beyond.

      Contact us to find out how our world-class company secretarial services can add value to your business.

      Contact BoardRoom for more information:

      Esther Choy

      Head of Corporate Secretarial for BoardRoom Hong Kong

      E: [email protected]

      T: +852-2598 5234

      Related Business Insights

      Strengthen your workforce compliance with expert payroll services in Hong Kong

      Strengthen your workforce compliance with expert payroll services in Hong Kong Article Banner

      Strengthen your workforce compliance with expert payroll services in Hong Kong

      The increasing importance of environmental, social and governance (ESG) issues in corporate Hong Kong has directed attention towards the payroll function, with many leadership teams now prioritising payroll compliance as part of their planning.

      Today, the benefits of robust payroll systems are plentiful; beyond supporting regulatory compliance, they bolster your organisation’s reputation and foster a positive work culture internally.

      In this article, Ken Wong, Managing Director for Payroll for Asia, and Miles Ng, Associate Director, Business Development, explain the significance of payroll compliance for contemporary business leaders and provide advice for engaging quality payroll services in Hong Kong.

      Statutory requirements for payroll in Hong Kong

      In Hong Kong, the Employment (Amendment) Ordinance – known as the 713 Ordinance – sets out the rules by which businesses must calculate the statutory entitlements of employees. The purpose of the ordinance is to ensure employees of all types are appropriately compensated for their work.

      The eight key statutory entitlements identified in legislation are:

      • holiday pay;
      • annual leave pay;
      • sickness allowance;
      • maternity leave pay;
      • paternity leave pay;
      • end-of-year payment;
      • payment in lieu of notice; and
      • amounts to remedy unreasonable and unlawful dismissal.

      “Employers should comply with the 713 Ordinance and calculate statutory entitlements on a 12-month average wage basis,” Miles says.

      Correct calculation of wages for individual staff members is crucial to avoid incorrect statutory entitlement figures.

      Changes to payroll law

      The legislative landscape in Hong Kong is unique and constantly changing. A significant amendment was made on 1 May 2023, when the region’s statutory minimum wage rate increased by 6.7% to HKD40 per hour.

      Changes to payroll legislation can be very technical and may only impact a few employees in select industries. For example, in April 2023, the Hong Kong Legislative Council passed the Occupational Safety and Occupational Health Legislation (Miscellaneous Amendments) Bill 2022 (“the Bill”). This Bill amended the Factories and Industrial Undertakings Ordinance (Cap. 59), the Occupational Safety and Health Ordinance (Cap. 509), and their subsidiary legislation. The Bill seeks to increase the overall maximum penalties for occupational safety and health (“OSH”) offences to enhance their deterrent.

      To maintain ongoing compliance with payroll regulations, businesses must be proactive about staying up to date with changes and adjusting internal processes accordingly.

      Payroll Law

      Why regulatory compliance is important

      One way the Hong Kong government drives a high standard of good governance in the corporate sector is by enforcing penalties for non-compliance.

      “Companies who fail to adhere to payroll legislation can face legal scrutiny and potential litigation,” Miles says. “For example, if an employer wilfully and without reasonable excuse fails to pay wages to an employee when it becomes due, they are liable to prosecution and, upon conviction, to a fine of HKD350,000 and to imprisonment for three years.”

      The government is also encouraging employees to report unfair dismissals or unfair employers, and recent high-profile underpayment cases have put the wider public on high alert for malpractice.

      With all this in mind, businesses must take compliance seriously if they are to maintain the trust of key stakeholder groups, protect their reputation and minimise their risk of penalisation.

      Regulatory Compliance

      How to ensure regulatory compliance

      The frequency and complexity of changes to commercial law can make payroll compliance challenging.

      “It’s not always easy to interpret legislative changes and how they might impact an employee,” Ken explains.

      Ensuring compliance can be especially difficult for large organisations that need to keep track of legislative developments in several jurisdictions.

      One way business leaders can support compliance is by engaging a reputable payroll services firm.

      “Having a specialist team on hand gives you confidence that you’re taking the right steps to adapt to any and all legislative changes impacting employees,” Ken says. “Being able to lean on their experience helps ensure your business stays compliant and safe from penalisation or reputational harm.”

      In addition to the many advantages of outsourcing your payroll, such as cost-effectiveness and time savings, there are several other ways in which it can strengthen your overall compliance strategy. By entrusting your payroll processes to a reputable outsourcing provider, you not only ensure accuracy and efficiency, but you also gain access to additional benefits that can fortify your compliance efforts by:

      • staying up to date with changes to regulations;
      • undertaking regular audits;
      • educating employees on the value of compliance; and
      • leveraging digital technology for better accuracy.
      Payroll technology

      How to choose the right payroll partner

      As payroll is a primary business function, your choice of service provider can significantly influence the short- and long-term success of your business.

      “Good outsourced payroll providers offer a valuable hands-on business partnership in which you are fully supported to maintain compliance,” Ken explains. “They are there to provide expert advice on any payroll matter – including details such as the wording of employment contracts – and to help neutralise potential problems before they arise.”

      When seeking payroll services in Hong Kong, we recommend taking the following steps for the best outcome.

      The benefits of appointing a company secretary with strong tax knowledge

      If you engage a company secretary whose expertise is limited to company incorporation, you may fail to capture all the valuable growth opportunities available. Company secretaries with robust tax knowledge, or work side by side with an in-house tax expert, can add more value to your new business venture by:

      • explaining the different legal vehicles you can incorporate as, including how they work and their suitability for your situation;
      • developing a tax-efficient corporate structure based on your wider operating model and supply chain arrangement, ensuring your business group pays the lowest fair share of tax while extracting maximum profit;
      • determining your eligibility for available tax incentives; and
      • liaising with executive staff and regulatory bodies to develop a group-wide governance framework that incorporates beneficial, fully compliant tax and transfer pricing strategies.

      If you are branching into Singapore and your existing company has a large, complicated structure, these value-add opportunities can help minimise confusion during the incorporation process while also ensuring a bright, prosperous future for your new entity and wider corporation.

      Company Secretary

      1. Consider your current and future needs

      Your service provider should be ready and able to take care of immediate issues and capture opportunities to futureproof your internal systems.

      • Therefore, starting by developing an in-depth understanding of your business’s current and future payroll requirements is important. In today’s dynamic business landscape, organisations are increasingly asking themselves a series of crucial questions when considering service partners such as: Are we looking at expanding quickly?
      • Do we need to consider both a local workforce and different geographies?
      • Are we looking at implementing employee share plans?
      • Are we adopting a model of FTEs or are they leaning more towards leveraging on the GIG economy?

      You can then use this knowledge to search for a team equipped to meet all your needs.

      2. Assess the provider’s competencies

      Once you have a shortlist, it is time to check each provider’s ability to assist you. Seek a provider that specialises in:

      • establishing robust data security solutions;
      • delivering responsive customer support; and
      • providing sophisticated human resources management system solutions.

      Ideally, they will have a track record of servicing organisations similar to yours (in size, complexity and location), and the ability to adapt to evolving demands as your company grows.

      Provider Expertise

      3. Investigate the provider’s expertise and accuracy

      Next, be sure to investigate potential partners’ experience level and service history.

      “Fundamentally, payroll is about making sure people are paid the correct amount in a timely manner, so check that the provider has a track record of doing that consistently,” Ken says.

      Experienced providers take an exploratory, deep-dive approach to their service delivery. This approach allows them to uncover the specific challenges an organisation is facing and design robust solutions to meet current and forecasted needs.

      A wealth of experience also makes payroll teams better at targeting the root cause of problems, resulting in an effective and efficient service experience.

      4. Check the provider’s geographical footprint

      To support seamless payroll administration and cut costs, multinational organisations should consider engaging a globally minded firm with extensive experience navigating the cultural and regulatory complexities of cross-border payroll.

      Ken points out that language barriers can also pose a challenge.

      “Business leaders sometimes fail to realise this will be an issue until they become familiar with the tasks required to manage their payroll,” he says. “You will need to submit regular forms to governments and agencies, and someone will need to interpret what you’re signing off.”

      How to prepare for the future of payroll

      Companies wanting to succeed in an increasingly competitive and complicated Hong Kong market must take swift action to futureproof their payroll systems.

      According to Ken, C-suite executives can enhance the adaptability and effectiveness of their payroll function by embracing new technologies.

      “Technology evolves very fast and will evolve further, bringing improvements in speed, efficiency and accuracy to the payroll process – which was historically very clunky to manage,” he says.

      The benefits of modern payroll systems are numerous, with the latest cloud-based human resource management systems (HRMS) enabling leaders to:

      Process enormous data sets in record time, resulting in faster payroll management and unparalleled reporting capability
      Leverage automation to increase efficiency and minimise errors
      Streamline cross-border payroll administration and compliance by consolidating multiple platforms into one (which also removes the need to train teams in multiple platforms)
      Easily generate consistent group-wide payroll data, which can be used to strengthen other primary business functions and make informed decisions to drive business growth
      Integrate your payroll with other internal platforms (e.g. human resources and finance) to improve the accessibility of valuable real-time data and simplify the task of adjusting platforms as regulatory requirements evolve

      Discover premium payroll services in Hong Kong

      BoardRoom has been helping businesses thrive for more than 50 years. Our experienced teams are known for their ability to handle complex problems with speed, professionalism and skill, as well as their attention to detail and dedication to exceptional customer care.

      These qualities, along with our innovative HRMS offering, Ignite, have helped make BoardRoom one of the most highly sought-after payroll firms in the Asia-Pacific region.

      With local offices in five different geographies, and a strong global network of trusted business partners, we possess the knowledge and resources to expertly manage the payroll of organisations of all sizes, from growing SMEs to sprawling multi-country corporations.

      Contact BoardRoom today to find out how we can help your company maintain strict payroll compliance as it expands.

      Contact BoardRoom for more information:

      Ken wong

      Ken Wong

      Managing Director for Payroll for Asia

      E: [email protected]

      T: +852-2598 5234

      Related Business Insights

      Great corporate governance starts with a skilled company secretary

      Great corporate governance starts with a skilled company secretary Banner

      Great corporate governance starts with a skilled company secretary

      The COVID-19 pandemic altered the business landscape of marketplaces worldwide. Adapting to continual uncertainty and change has been necessary for survival. However, as we enter a new age of economic promise, Asia-Pacific enterprises are taking a proactive approach to corporate governance in order to assure a bright future for themselves and the larger economy.

      In this article, Samantha Tai, Regional Managing Director for Corporate Secretarial, outlines the significance of corporate governance in Hong Kong. She further discusses how leaders may build values-based governance procedures in order to achieve outstanding results. In addition, we look at how the company secretary may advise and execute best-practice corporate governance measures to full effect.

      What is corporate governance?

      The meaning of corporate governance at the organisational level is to achieve superior performance, behave with integrity and maximise value to stakeholders. Companies that adhere to corporate governance norms are more likely to satisfy company goals, attract investment and outperform their rivals.

      Significantly, the adoption of group-wide good corporate governance reduces the possibility of wrongdoing and consequent punishment.

      In Hong Kong, the Prevention of Bribery Ordinance (POBO) sets out provisions for the prevention of bribery and for purposes thereto and connected therewith. Through the introduction of new code provisions under the Corporate Governance Code as set out in Appendix 14 to the Main Board Listing Rules and Appendix 15 to the GEM Listing Rules, that came into effect on 1 January 2022, all issuers have to establish an anti-corruption policy. For this reason, “companies need to make sure they have adequate procedures in place”, Samantha says.

      Corporate governance is not a legal necessity for all Hong Kong enterprises, but Samantha believes that its link with fiduciary obligation makes it a crucial investment for every leader.

      “We open BoardRoom training sessions in Malaysia by discussing a director’s fiduciary obligation to the Commonwealth to always prioritise the best interests of the firm, minimise conflicts of interest and act in good faith,” she explains.

      “In Hong Kong, fiduciary obligation is taken very seriously, with authorities taking action against directors who fail to fulfil their responsibilities – including independent directors.”

      Successful corporate governance frameworks include the creation of customised policies and their subsequent execution.

      The corporate secretary is normally in charge of this duty.

      Corporate Governance

      The role of company secretaries in promoting corporate governance

      Historically, the corporate secretary was a primarily administrative role and held minimal influence with the board. Today however, as a member of senior management and a statutory officer, the company secretary now handles various critical obligations for the organisation.

      Company secretaries act as a connection between the board of directors, senior management and the company’s stakeholders (including regulatory bodies). This is in addition to their role in administrating crucial undertakings such as minutes taking, secretarial compliance and also company incorporation. Other duties include utilising digital technology, such as board management and ESG software, to strengthen board and shareholder procedures and improve corporate governance. Furthermore, because they are well-versed in local laws, they can guarantee that corporate governance standards are established, followed and evaluated on a regular basis.

      The present responsibilities of the company secretary, according to Samantha, are clearly defined in the Corporate Governance Guide for Boards and Directors.

      “In Hong Kong, the company secretary’s views on corporate governance are sought since they attend all board meetings, are familiar with relevant regulations and understand compliance needs,” she explains. “They advise the board on corporate governance practices that must be implemented. This might be related to the board’s structure or the company’s rules and code of ethics.”

      They also assist publicly traded corporations in demonstrating corporate governance in their annual reports, including any alternative means utilised to attain the same goals.

      Company secretarial responsibilities have become so synonymous with corporate governance that the Institute of Company Secretaries in the United Kingdom and the Institute of Chartered Secretaries and Administrators in Australia have both rebranded to the ‘Chartered Governance Institute’, with other regions expected to follow suit.

      In Hong Kong, The Hong Kong Chartered Governance Institute unveiled its new brand identity in Jan 2022. Aiming to reflect its unique position and critical role as highly qualified experts in corporate governance in Hong Kong and the Mainland China, and as the China Division of the Chartered Governance Institute, an international organisation with nine Divisions globally.

      Corporate Secretarial

      How to elevate your corporate governance

      Good corporate governance will become increasingly crucial in the coming years, with regulators anticipated to issue new guidelines for both public and private companies. Organisations that maintain best-practice standards as they develop will be well positioned to seize new opportunities and fulfil market needs.

      You may lead your organisation to better corporate governance by implementing the actions outlined below.

      1. Obtain the services of a qualified company secretary in Hong Kong

      The first step toward better corporate governance is ensuring that your company follows existing standards and best practices, notably those outlined in the Hong Kong Stock Exchange Limited’s Corporate Governance Code. This includes assisting companies to adopt the new standards when they come into effect.

      “Because they must report to the stock exchange, publicly traded firms already require corporate governance,” Samantha says. “However, they must now guarantee that corporate governance is practised in all of their subsidiaries as well – regardless of whether the subsidiaries are also listed firms or headquartered in Hong Kong or elsewhere.”

      To meet this criterion, an experienced company secretary would assist in the development of a group-wide corporate governance structure. A code of conduct would be included, as well as rules and processes for corporate governance issues such as whistleblowing, anti-corruption, board diversity and sustainability.

      Company secretarial service providers are a popular choice for executives who want to know that they will receive expert advice that is specific to their organisation.

        2. Develop detailed policies tailored to your needs

        Despite Hong Kong’s relatively high corporate governance performance, corporate irregularities can still occur. Failure to achieve expectations is sometimes attributed to internal perceptions of corporate governance as a box-ticking process, with the resulting policies being insufficient in length and content.

        Senior-level workloads can result in rapid copy-paste solutions.

        “Corporate governance involves more than simply copywriting,” Samantha cautions. “As there are many tools available, it’s important to bring your relevant management team together to discuss corporate governance framework development”.

        The most successful corporate governance policies:

        • are comprehensive;
        • represent the organisation’s values;
        • are appropriate for the organisation’s industry and size; and
        • outline how good governance is actively practised.

        3. Implement integrated reporting

        While it is critical to ensure that your corporate governance policies and yearly reports are up to date, effective governance cannot be accomplished simply with documentation. According to Samantha, integrated reporting will most likely become essential in the coming years.

        “Integrated reporting is a method based on integrated thinking that communicates how a company’s strategy, governance, performance and prospects lead to value generation,” Samantha explains. “It gives your yearly report more weight.”

        Rather than viewing reporting simply as a compliance exercise, embarking on an integrated reporting journey provides for improved employee engagement and value generation.

        Because all members of an organisation play a role in achieving good governance, it is equally critical to spend time articulating the importance of corporate governance to board members and personnel. You may do this by demonstrating how corporate governance standards are valuable instruments for improving business performance rather than arbitrary duties that must be completed.

        “Successful corporate governance is interwoven into the company’s day-to-day activities,” Samantha explains. “It’s not merely a compliance policy.”

        CS Reporting

        4. Develop a corporate culture that prioritises ESG

        Developing a corporate culture that prioritises Environmental, Social and Governance (ESG) can significantly elevate a company’s corporate governance. By integrating ESG considerations into business strategy, decision-making processes, and daily operations, you can demonstrate a solid commitment to ethical and responsible practices.

        According to Samantha, corporate governance issues are often overlooked by many CEOs due to their focus on navigating a challenging economy.

        Regulators are urging increasing board engagement in ESG efforts in the interests of top-down corporate governance, with country-specific compliance requirements changing on a regular basis. Board directors are better placed to account for ESG risks and make choices that increase shareholder value. As a result, more emphasis is placed on developing a complete ESG strategy that benefits not just the organisation, its shareholders and the environment but also its employees. This leads to long-term financial performance and value creation for all stakeholders.

        ESG

        Prioritise good corporate governance

        The strength of your corporate governance policies, practices and structures in the coming years will determine your business’s immediate and long-term prosperity.

        It is critical that your business’s board of directors and management team embrace its governance structure, but it is also critical that your company secretary steers its success. Choose a company secretary with diverse knowledge, strong ethics and exceptional communication skills for optimal results.

        Having an expert company secretary handle your corporate governance frees up your executive team to focus on other essential business objectives such as digital transformation.

        Contact BoardRoom’s corporate secretarial experts to learn how we can assist your company in meeting its corporate governance objectives.

        Contact BoardRoom for more information:

        Samantha Tai

        Samantha Tai

        Regional Managing Director, Corporate Secretarial

        E: [email protected]

        T: +60-3-7890 4800

        Related Business Insights