Company Secretary Requirements in Hong Kong

Under Section 474 of the Companies Ordinance (Cap. 622), every company incorporated in Hong Kong must have a company secretary at all times.¹ This isn't optional, and it isn't purely administrative — the secretary is responsible for statutory filings, maintaining the company's registers, and keeping the company compliant with Companies Registry deadlines.

Who can be a company secretary

Both natural persons and corporate entities can be appointed.¹

• A natural person must be aged 18 or above and ordinarily resident in Hong Kong.
• A corporate entity must be a licensed Hong Kong Trust or Company Service Provider (TCSP) — see our TCSP licence explainer.

The sole-director restriction

Section 475(2) of the Companies Ordinance expressly prohibits a sole director from also acting as the company secretary of the same company.² Section 475(3) extends this: a private company with only one director also can't appoint a body corporate as its secretary if that body corporate's own sole director is the same person.² If a company has only one director, a second individual or an unrelated corporate secretary is required. Where there are multiple directors, one of them may take on the secretary role personally.

Stricter rules for listed companies

For listed companies, the bar is higher: the company secretary must be a member of the Hong Kong Chartered Governance Institute (HKCGI), a qualified solicitor, or a certified public accountant.¹ Private companies — the vast majority of entities in this directory — don't face this restriction.

What a TCSP licence means in practice

Since March 2018, anyone providing trust or company secretarial services as a business in Hong Kong — even part-time, or as one service among several — must apply for a TCSP licence and pass a fit-and-proper test before providing those services.³ The licence is issued and monitored by the Companies Registry, with a government application fee of HKD 3,440 plus HKD 975 per person subject to the fit-and-proper check.³ Licensed corporations regulated by the SFC, CPAs, CPA firms, and solicitors are exempt, since they're already supervised elsewhere.

Operating without a required licence is a criminal offence. That's the real reason to check licence status before engaging a secretarial firm, not just due diligence theatre.

What to check before engaging a provider

1. TCSP licence status — confirm it's current, not just historically held. The Registry publishes the licensee register monthly.
2. Scope of service — statutory filings only, or also registered office, nominee director, or accounting bundled in.
3. Responsiveness on deadlines — Annual Return, Significant Controllers Register updates, and changes of directors/shareholders all carry statutory filing deadlines (see our annual return deadline guide).
4. Fee structure — flat annual fee vs. per-filing charges.

Where company secretarial firms cluster

Company secretarial and accounting firms in Hong Kong concentrate heavily around Central and Western district, close to the Companies Registry's Queensway offices — see company secretarial providers registered in Central in our directory. Because TCSP providers often register many client companies at their own business address, our shared-address pages can also help you spot which firm is actually behind a given registered office.

Citations