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

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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.


    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

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    The evolving role of company secretaries in Hong Kong

    The evolving role of company secretaries in Hong Kong

    The evolving role of company secretaries in Hong Kong

    Traditionally, a company secretary’s duties were restricted to simple administrative activities like filing annual returns, taking minutes, amending company constitutions and other in-house office tasks. However, the position is changing as corporate governance and company management become more important and sophisticated.

    In contemporary Hong Kong, the company secretary is a high-level position with a wide variety of significant responsibilities across several business areas. As a result, the company secretary plays a key part in supporting an organisation to realise its full potential.

    Read on as we examine the changing responsibilities of a company secretary, and the ways a capable company secretary can give your company a competitive edge.

    What is the importance of a company secretary?

    Company secretaries perform a range of tasks to assist with the operations of an organisation, but crucially, they ensure strict adherence to the Companies Ordinance and other local rules.

    Do not undervalue what a knowledgeable company secretary can bring to your business, especially if you are aiming to prosper in competitive markets. They will be able to assist in improving your governance procedures so that advantages and performance are maximised.

    Services provided by company secretaries include:

    • improving the structure of your company;
    • championing the creation of a robust environmental, social and governance (ESG) strategy;
    • ensuring your business meets its legal and regulatory obligations; and
    • establishing modern corporate governance procedures.

    The company secretary serves as a level-headed advisor, ensuring your business pursues its objectives with tenacity and honesty.

    Corporate Secretary

    What do company secretaries do?

    Within the Asia-Pacific (APAC) region, there are different laws and expectations governing company secretarial matters. After incorporation, companies in Hong Kong are required by law to select a company secretary.

    Standard responsibilities for company secretaries in Hong Kong include:

    Taking part in board conferences
    Arranging annual general meetings
    Communicating with directors and shareholders
    Maintaining secretarial records and statutory registers
    Drafting and submitting annual returns and other statutory returns with the Companies Registry
    Certifying documents with local authorities
    Managing the change of corporate structure
    Carrying out ad hoc tasks on the board’s behalf

    Company secretaries provide assistance throughout the business lifecycle, from setting up and maintaining a company in Hong Kong, business expansion across Asia Pacific, restructuring the company and even closing down the company.

    In what ways has the company secretary role changed?

    Company secretaries once had a relatively administrative role, but today they are extremely knowledgeable about the fast changing regional rules and regulations and high standards of corporate governance. As a result, they have adopted an advisory role within businesses: directors and shareholders are able to consult the company secretary for guidance on how to navigate compliance and corporate governance issues.

    Current areas of focus for company secretaries include advising the board on matters pertaining to ESG and statutory compliance.

    ESG advisory

    Businesses in Hong Kong are under building pressure to exhibit good governance as demand for strong ESG grows among investors, regulators and consumers. A 2020 KPMG survey revealed that sustainability reporting across APAC has increased from 78–84% since 2017.

    The company secretary has a significant role to play in advancing ESG because of their extensive involvement in both the operations and board activities of an organisation.

    Company secretaries help elevate initiatives by:

    • assisting with the development of ESG measures (such as whistleblower protection policies)
    • collaborating with sustainability team members to respond to ESG opportunities and risks;
    • setting up routine ESG auditing; and
    • assisting with accurate ESG reporting in company publications.

    Statutory compliance

    One of the company secretary’s primary duties is to remain aware of statutory requirements and provide updates to the relevant stakeholders. Directors and management teams must be able to consult the company secretary for accurate compliance advice, though the company secretary is not held responsible for legal decisions.

    Additionally, company secretaries help ensure the business is prepared for regulatory change.

    Some ways company secretaries assist with statutory compliance include:

    • scheduling proceedings of board and shareholder meetings;
    • drafting resolutions for the board and shareholders;
    • ensuring all required returns are submitted on time to the Inland Revenue Department Companies Registry and other government authorities;
    • helping any listed businesses comply with the Listing Rules for HKEX; and
    • providing training and updates on regulatory changes to directors and the relevant stakeholders.

    A skilled company secretary can deliver customised compliance solutions that meet regulatory criteria.

    Key obstacles in company secretarial services

    When appointing a company secretary, look for strong adaptability and excellent communication abilities. They will need these qualities to navigate compliance-related difficulties.

    Here are the top three obstacles company secretaries encounter.

    1. Keeping across evolving regulations

    Maintaining organisational compliance amid shifting regulatory environments is the primary challenge company secretaries face. One way they promote continuous compliance is by collaborating directly with authorities.

    Company secretaries provide a crucial link between businesses and regulators. They are able to assist with internal forward planning because, at times, they are aware of the proposed regulatory changes before the changes come into force.

    This prevents the need to rush the formalities to accommodate compliance with the new rules and regulations when the changes take effect.

      2. Implementing customised compliance solutions

      Every company’s compliance structure will be unique, taking into account the company’s corporate value, mission, size, location, industry, and listing status. The ability to create specialised business solutions for an organisation in accordance with its charter, within the constraints of the Companies Ordinance, is thus a requirement for company secretaries.

      A tailored compliance framework can help a company run ethically while still excelling in its sector.

      3. Securing buy-in among stakeholders

      Some companies fail to recognise the benefits of hiring a highly qualified company secretary. This is typically due to a weak compliance culture, where compliance is considered a burdensome task rather than a promising way to progress business objectives.

      Generally, the company secretary is in charge of directing secretarial compliance at all levels of a business. It is their responsibility to help shareholders, directors and staff understand:

      • the reason statutory, regulatory and corporate requirements are in effect;
      • why it is important for the business to meet these requirements; and
      • how strong compliance benefits the business and its people.

      Selecting a company secretary that takes compliance very seriously will help ensure your business maintains strict adherence to local regulations.

      Corporate Secretary

      Appoint a company secretary you can rely on

      Many businesses decide to partner with a respected corporate services provider for support with streamlining their operations. Along with corporate secretarial services, these can include help with accounting and payroll or share registry and employee stock ownership plans (ESOP). With this strategy, executive members of staff can pay more attention to business growth and worry less about compliance requirements. This provides greater opportunity to increase your production levels, effectiveness and profitability.

      By engaging a third-party secretarial service provider, you can also:

        Ensure the incorporation of your business is expertly handled
        Streamline secretarial compliance across multiple regions
        Maintain multi-country compliance through a single point of contact
        Receive crucial advice to support business expansion
        Minimise resource expenditure through a decreased administrative load
        Channel more resources into progressing core goals

        If your company intends to grow throughout APAC, you need to be ready for the various regulations and cultural expectations of each region. In addition, you will need to meet the legal requirements for any cross-border partnerships you enter into.

        Your business runs the risk of being fined for not meeting its compliance duties if your company secretary lacks the right credentials, abilities or attitude to ensure effective corporate governance.

        Be aware that if you engage corporate advisory services in individual regions, the complexity of your operations may increase. Seek a provider with offices throughout APAC to simplify your company compliance processes.

        Corporate Secretary

        Maintain competitive advantage

        If your goal is to expand successfully throughout APAC, BoardRoom specialises in a range of corporate services to suit your business needs. Our company secretary Hong Kong team are highly qualified with extensive experience in secretarial compliance matters, so they are able to provide valuable guidance at each stage of your growth journey.

        Chat with our specialists today to learn more about working with a capable corporate secretarial service provider.

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        Setting up a company in Hong Kong: what you need to know

        Setting up a company in Hong Kong: what you need to know

        HOW TO: Setting up a company in Hong Kong

        Thinking of establishing a company in Hong Kong? Expanding into a new international market is exciting for any business, but it also presents its own set of significant challenges. For many executives, the first hurdle is understanding how the company formation regulations and processes work in the new jurisdiction. This includes the required permits and licenses, the legal and taxation requirements, and more. Not to mention, prior to setting up a company, you should also have a clear understanding of the business environment in Hong Kong as well as that of your specific market.

        While the company formation process may be complex, our guide below makes it easier to take the leap. Read on for a comprehensive overview of everything you need to know about setting up a company in Hong Kong.

        Hong Kong Market Profile

        Hong Kong is an important financial hub within the Asia Pacific (APAC) region that is renowned for its business-friendly taxation and regulatory environment, making it fertile ground for business setup. Some of the key characteristics of the Hong Kong market include:

        • Office rental pricing: Average monthly rent for grade A office space in Hong Kong’s central district was $HK 1,807 per square metre for the first quarter of 2021.
        • Average office space density: 1sq m per person
        • Fixed internet download speed: 59 megabits per second in July 2021
        • Mobile internet download speed: 06 megabits per second in July 2021
        • Gross Domestic Product US$ bn: 344.7
        • Population: 7.5 million
        • Official languages: Chinese, English
        setting up a company in hong kong

        Benefits of setting up a company in Hong Kong

        As one of the largest financial centres in Asia, Hong Kong offers many benefits to companies looking to set up a business and establish a presence in the region, including:

        • Strategic locational advantages: Hong Kong’s central location makes it an ideal destination for setting up a company that wants to enter the mainland Chinese market or expand its operations within the APAC region.

        The Hong Kong market also has many cultural similarities to mainland China, making it ideal for foreign investors to develop a footprint in the Chinese market without having to navigate all of the cultural differences that might be present in other markets during the process of company formation or when running the business.

        • Attractive tax structure: Hong Kong’s corporate tax rates between 8.25% and 16.5% (subject to the amount of profit earned) are considered some of the lowest in Asia.

        In addition, Hong Kong has no capital gains tax, sales tax, consumption tax, value-added tax, estate duty or withholding tax on dividends and interests.

        Further, the ‘territorial source’ concept applies, meaning that residents pay no tax on incomes earned beyond Hong Kong’s borders. Income earners within Hong Kong are taxed at between 2% and 17%, depending on salary. This is considered significantly lower than other jurisdictions in the West.

        • No foreign ownership restrictions: 100% of the shares of incorporated companies in Hong Kong can be owned by foreigners or foreign companies. The market also operates on free trade principles, with no onshore or offshore investment restrictions, import or export tariffs and foreign exchange controls. This means that foreigners can start setting up a company in Hong Kong with relatively few barriers.
        • Bilingual business communication: in Hong Kong, English is widely used in a business context, making it easier for foreign investors to set up companies within the region.

        Steps for establishing a company in Hong Kong

        To help you start enjoying all of the above business benefits, we have compiled a step-by-step process of company formation in Hong Kong:

        Step 1 - Choose a company type

        The first step in setting up your company is to choose the type of company you want to establish. The two most common company types for businesses operating in Hong Kong are:

        1. Limited Liability Company: This entity type means that a business is set up as its own legal entity. Foreign investors often prefer this type because it offers limited liability for business owners. Companies can be limited by shares or by guarantee.
        2. Foreign Company Office: Foreign companies can register in Hong Kong as either a representative office or a branch office. Neither option creates a separate legal entity, however, so all liability extends to the parent company.

        Step 2 - Give your company a name

        Once you’ve chosen your company type, you need to give your company a name.

        • be the same as a name already approved on the Companies Register; or
        • infringe upon any third party’s intellectual property rights.

        You can search the register for free using the Companies Registry search sites: Cyber Search Centre or Company Search Mobile Service.

        The name you choose must comply with the Guideline on Registration of Company Names for Hong Kong Companies, which states that:

        • Company names can be registered as either an English name, a Chinese name or both. However, combining English words/letters and Chinese characters is prohibited.
        • An English company name must end with the word “Limited”, and a Chinese company name must end with the characters “有限公司”.
        • A Chinese company name should contain traditional Chinese characters (繁體字) that can be found in the Kang Xi Dictionary (康熙字典) or Ci Hai Dictionary (辭海) AND also in the ISO 10646 international coding standard. Simplified Chinese characters are not acceptable.

        Step 3 - Set up your company structure

        An essential part of Hong Kong company formation is setting up the structure of your company per the following requirements:

        • Directors: a minimum of at least one person to serve as the director of the company, responsible for managing the day-to-day operations of the business. One director needs to be a natural person (i.e., an individual). Directors do not need to be residents of Hong Kong, but they must be aged 18 or older.
        • Shareholders: a minimum of at least one shareholder. Shareholders own part of the company and have a say in major decisions. They can be either an individual aged 18 or older, or a corporate. 100% of shares can be foreign-owned. Sole directors can also act as shareholders.
        • Company secretary: a sole director must not act as the company secretary. To register a company in Hong Kong, you must appoint a company secretary who is either:
          • a person who lives in Hong Kong; or
          • a body corporate with a registered office or place of business in Hong Kong. We provide expert company secretarial services so that your company can meet all of its statutory obligations in Hong Kong.
        • Share capital: no minimum share capital is required for company formation in Hong Kong. However, most companies choose to issue at least one ordinary share to one shareholder. Bearer shares are not permitted.
        • Registered address: must be a physical address in Hong Kong, not a P.O. Box. If your business does not yet have local office space, professional service firms like BoardRoom can provide your company with a registered office location.
        hong kong company formation

        Step 4 - Submit company registration documents

        Once you have your company structure in place, you must submit the following registration documents to the Companies Registry for business setup in Hong Kong:

        • the Incorporation Form;
        • a copy of the company’s articles of association; and
        • a copy of the Notice to Business Registration Office.

        Step 5 - Make other permit and business licence applications (if applicable)

        Depending on the type of business you operate in Hong Kong, you may need to apply for other permits and business licences to complete the company formation process. For example, if you’re setting up a food & beverage business, you will need to apply for a permit from the Food & Environmental Hygiene Department. Find more information about permits and licences here.

        how to register a company in hong kong

        Ensuring a successful business setup in Hong Kong

        While it can be complex, the process of setting up a company in Hong Kong as a foreigner doesn’t have to be difficult. Our team of company incorporation experts at BoardRoom can guide you through every step of the company formation journey to make it as smooth and seamless as possible. As a specialised corporate services provider with over 50 years of experience, Boardroom excels in helping businesses navigate various regional complexities, from the initial business setup to ongoing administration.

        That means not only can our team help you incorporate with ease, but we can also take care of your company secretarial needs. Our comprehensive range of company secretarial services helps you to ensure that your company remains compliant with all legal and regulatory requirements in Hong Kong. As a result, you have more time to focus on what really matters: growth and profitability.

        Speak to one of our specialists today to get started in setting up your company in Hong Kong.

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        Your guide to outsourcing company secretary services in Hong Kong

        Company secretarial services in Hong Kong

        Your guide to outsourcing company secretary services in Hong Kong

        The role of a company secretary, why you need one, and how to choose the best services for your business in Hong Kong

        The pressure of complying with the ever-evolving schedule of corporate legislative requirements in Hong Kong can be overwhelming. The pace of change is relentless, and corporate compliance obligations are only becoming more complex. This evolution is necessary in ensuring companies operate safely and fairly. Yes, it’s a short-term inconvenience – but there are multiple benefits for your company in the long run. This is where the role of a company secretary comes in.


        What is the role of a company secretary in corporate governance?

        A company secretary plays an integral part in corporate governance for any Hong Kong company.

        As mandated by the Hong Kong Companies Ordinance, appointing a company secretary is a legal obligation for all registered businesses in the city. Their main role is to uphold good corporate governance of your company, by ensuring strict adherence to local laws, regulations, and policies. With their expertise in this area, they maintain compliance and safeguard the integrity of your business operations.


        What other responsibilities does a company secretary have?

        Company secretaries are also accountable for a range of administrative and managerial tasks such as bookkeeping, reporting statutory changes, liaising with the Hong Kong Stock Exchange, Companies Registry, and the Inland Revenue Department, organising board meetings, and assisting with routine operations to keep the business running in an efficient and compliant manner.

        With the range of duties expected of those in a company secretary role, one can see this requires a lot of time, effort, and expertise. As such, professional company secretarial services can be engaged in lieu of individuals.


        Why should I outsource my company secretarial services?

        Outsourcing your company secretarial functions to an expert provider can relieve your team of the time-consuming administrative burden of corporate compliance in the here and now. It can also reduce overheads by freeing up key staff to focus on the core functions of your business, and save valuable resources needed to hire and train new company secretaries in-house.

        However, it is crucial to note that failing to meet statutory obligations can have severe legal, reputational and financial ramifications for your company. That is why partnering with an experienced, qualified, and knowledgeable corporate secretarial service provider is so essential – meaning you should undergo a comprehensive selection process that ticks all the necessary boxes before committing.


        What should I look for when choosing a company secretary?

        To help you find the right solution for your company, here are the top five qualities to look for when selecting a company secretarial services provider in Hong Kong that will help your business succeed whilst remaining completely compliant with all local laws.

        01 Corporate governance qualifications and experience

        As mentioned above, in Hong Kong, every company must appoint a company secretary – which means it is non-negotiable as to why you need one. This secretary must be either a resident of Hong Kong or a company whose registered office or principal place of business is in Hong Kong.

        In private companies, a director may take on the role of company secretary, unless they are the sole director. Putting a director to work as your company secretary can initially be an attractive option from a cost perspective. However, as your company grows, so too do the corporate governance requirements.

        This is why so many private companies choose to outsource their company secretary, the role requires the specialist knowledge of a professional, but often doesn’t justify creating another role within the company. Although not a necessity, outsourcing is often the most efficient and cost effective option here.

        For publicly listed companies, requirements regarding who can perform the company secretary role are stricter. The chosen person or company must either have suitable professional or academic qualifications or relevant experience to be acceptable under the Hong Kong Stock Exchange Listing Rules (“Listing Rules”).

        corporate governance in corporate secretarial

        The professional or academic qualifications considered ‘suitable’ under the Listing Rules include being:

        • a member of The Institute of Chartered Secretaries;
        • a solicitor or barrister under the Legal Practitioners Ordinance; or
        • a certified public accountant under the Professional Accountants Ordinance.

        Experience that is considered ‘relevant’ under the Listing Rules includes the proposed company secretary’s:

        • length of employment in the company;
        • previous company secretary roles;
        • familiarity with the Listing Rules and other relevant laws;
        • planned or completed relevant training (the minimum training required is 15 hours per financial year); and
        • professional qualifications in other jurisdictions.

        Clearly, experience and qualifications matter when choosing a corporate secretarial services provider. Our expert BoardRoom team has solid experience and members are all suitably qualified to proactively manage even the most complex corporate governance challenges.

        02 In-depth local knowledge and global expertise for international compliance

        A company secretary with detailed knowledge of the local regulatory landscape is an invaluable asset to your company. Equally important is an understanding of the subtle nuances of local cultures, traditions and customs.

        At the same time, if your company is international – or even global – you need a company secretary that is familiar with your international legal obligations who can work alongside your legal or compliance agent, to ensure good corporate governance across the board. The subtle changes in both law and best-practice throughout different regions can be too easily overlooked without the correct resources on your side. Engaging the right people for this role could help you avoid financial implications and risks, large or small, and should be one of the biggest priorities for businesses with multiple branches.

        The Corporate Secretarial team at BoardRoom brings together both in-depth local knowledge and international expertise. We can seamlessly guide your company across multiple markets in Asia-Pacific, in addition to Hong Kong, while managing all of the cross-border complexities of tax, trade, currency conversion and contractual rules.

        03 A wide service offering that meets all of your corporate needs

        As your business grows, outsourcing non-core functions to a single corporate expert provider can save key staff members time and allow them to focus on business strategy and performance.

        At BoardRoom, we offer a full range of corporate services all under one roof. We make it easier for you to get on with business while we take care of the time-consuming, operational tasks.

        In addition to company secretarial services, we can help you by accurately and efficiently:

        04 Dedicated, personalised, and streamlined customer care

        An excellent company secretarial services provider will assign a dedicated company secretary to your organisation. This is essential to give you a single point of contact who understands the exact needs of your business and can efficiently fulfil all that is expected of the role, remaining your go-to source for any questions you may have.

        Having a dedicated company secretary also reduces your risk of non-compliance. It is all too easy for an inexperienced company secretary to miss important corporate governance milestones. Non-compliance means costly penalties for your company.

        You can feel confident working with the team at BoardRoom, knowing that we are dedicated to ensuring you meet all your compliance obligations in relation to corporate secretarial matters.

        05 Ability to evolve with you as your company changes

        What is your vision for the future of your company? If going public is on your agenda, your corporate secretarial services provider will need the expertise to guide you through Hong Kong’s Initial Public Offering (IPO) process.

        Alternatively, suppose you are thinking of evolving your corporate structure. In that case, you need to be aware of the many specific compliance requirements involved. You also need to prepare for the significant administrative work needed to make the change happen.

        Whichever direction you choose to take your company, look for a corporate secretarial services provider that offers an extensive range of corporate services that are easily adaptable and scalable. Only with this offering breadth can the provider adapt to your company’s changing needs and evolve with you.

        Looking for quality company secretarial services in Hong Kong?

        Now that you know why you need a company secretary in Hong Kong, save yourself from the worry and time-consuming nature of corporate compliance by outsourcing this role to our expert BoardRoom team. Our comprehensive and professional company secretary services will take care of all your corporate governance concerns and requirements.

        We have a proven track record of helping companies, from large multinational corporations to fast-growing SMEs, to stay compliant. Ultimately, we will save you time and money by letting you get on with growing your business.

        Get in touch with one of our specialists today to learn more about how they can help you with your company’s corporate secretarial and compliance needs.



        Frequently Asked Questions (FAQs)

        1. Why do you need a company secretary in Hong Kong?

        Having a company secretary in Hong Kong is essential for numerous reasons. Most prominently, it is mandatory to appoint someone to this role in order to legally incorporate your business within the city. In addition to maintaining your company’s overall compliance, they also help navigate complex legal requirements, perform a range of crucial administrative and managerial tasks, and safeguard your company’s reputation.

        2. What is the role of a company secretary in corporate governance?

        A company secretary plays a pivotal role in corporate governance. They ensure compliance with laws, regulations, and policies, thereby promoting transparency and accountability within the organisation.

        3. What qualifications and expertise should a company secretary possess for their role?

        It is vital that a company secretary has a strong understanding of corporate governance principles, local and international compliance, company laws, and regulatory frameworks.

        Under the Listing Rules, they are also expected to possess ‘suitable’ professional or academic qualification, such as being:

        • a member of The Institute of Chartered Secretaries;
        • a solicitor or barrister under the Legal Practitioners Ordinance; or
        • a certified public accountant under the Professional Accountants Ordinance.

        Alternatively, they can also have experience that is considered ‘relevant’ under the Listing Rules, which includes the company secretary’s:

        • length of employment in the company;
        • previous company secretary roles;
        • familiarity with the Listing Rules and other relevant laws;
        • planned or completed relevant training (the minimum training required is 15 hours per financial year); and
        • professional qualifications in other jurisdictions.

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