Demystifying the Duty of a Company Secretary in Hong Kong
The Hong Kong Companies Ordinance, Chapter 622, makes it mandatory for every company to be registered in Hong Kong to have a company secretary. So important is the company secretary that indeed, your company will not be registered without one. In this post, we will look at the duties of a company secretary in a Hong Kong company.
What is a Company Secretary?
First, it is important to appreciate that a company secretary is completely different from common clerks who do clerical work. According to the Companies Ordinance, a company secretary is a senior officer in a company who is responsible for efficient administration, especially with respect to ensuring compliance with statutory requirements. So, you need to ensure that only the most qualified and committed person gets the job.
The Main Duties of Company Secretary
From the definition of a company secretary, there is no doubt that the roles he does and how he does them will greatly impact the company’s success. So, let us start by understanding the duties of a company secretary.
Fulfilling the Company’s Tax Obligation
When opening a company in Hong Kong, it is important to understand that the administration runs a business economy because the registered enterprises serve as the primary source of revenue. Therefore, the administration takes tax matters very seriously. Your company secretary is charged with the responsibility of ensuring that the company meets all its tax obligations. Some of these obligations include:
- Overseeing the filing of the tax returns correctly and on time.
- Seeking additional approval or clarifications on tax-related matters.
- Registering the company with IRD (Inland Revenue Department).
Keeping Statutory Books
The Hong Kong Companies Ordinance also designates the company secretary as the custodian of the statutory books. This implies that the secretary should have every document that the government might need to inspect. In addition to keeping these books of account, the company secretary is also responsible for:
- Updating the details on statutory books.
- Producing and distributing company accounts and reports.
Planning and Attending Company Meetings
As we indicated earlier, the company secretary is involved with top-level management, and one of that roles is planning the company’s meetings. This is considered an important role because it is in these meetings that actions to be taken on different areas, such as books of accounts and employment, are made. Here is a breakdown of these duties:
- Organize board meetings.
- Participate in board meetings.
- Prepare the agenda of the company meetings.
- Implement the decisions made during meetings in compliance with laws.
- Advise the company on compliance with the law.
Other Duties of a Company Secretary
While the roles we have outlined above are considered the core for a company secretary, they are not the only ones. Other administrative duties include:
- Communicating with shareholders, the Stock Exchange, and regulatory bodies on behalf of the company.
- Observing the company developments and giving advice to the board of directors.
- Guiding the company through the process of liquidation.
If you are planning to incorporate a company in Hong Kong, the position of a company secretary is very important and should only be entrusted to a qualified and experienced person. With the best company secretary, you can rest assured that the business will make the best decisions and grow into the multinational of your dreams.
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