Corporate & Compliance

Hong Kong Company Secretary Services

Every Hong Kong company must appoint a company secretary who is resident or incorporated here, and a sole director cannot fill the role themselves. We take the appointment, hold the statutory records and file on time, so the obligation stops being something you have to remember.

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  • TCSP licence TC000446
  • Xero Silver Partner
  • Established 2002
  • HKFRS statutory accounts
  • Hong Kong and mainland China
  • One in-house team

How we help

Company Secretary with Primasia

The appointment

We act as your company secretary, with a named contact who knows your file rather than a shared mailbox.

Statutory records

Registers of directors, members, secretaries and significant controllers maintained and available for inspection.

Filing calendar

Annual return within 42 days of the incorporation anniversary, business registration renewal, and every change filed inside its statutory window.

Meetings and resolutions

Board and shareholder resolutions drafted, circulated and minuted, including dividend, banking and officer changes.

What's included

  • Named company secretary appointment
  • Registered office address in Hong Kong
  • Statutory registers including significant controllers
  • Annual return preparation and filing
  • Board and shareholder resolutions and minutes
  • Changes of director, secretary, address and share capital

Licensed provider

Trust or Company Service Provider Licence TC000446

Primasia Corporate Services Limited is licensed by the Hong Kong Companies Registry under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) to carry on a trust or company service business in Hong Kong. The licence is valid from 17 May 2024 to 16 May 2027.

Primasia Corporate Services Limited Trust or Company Service Provider Licence No. TC000446 issued by the Hong Kong Companies Registry

Licensed corporate secretarial services for statutory compliance

Every Hong Kong company must appoint a company secretary under the Companies Ordinance. That secretary is either a natural person resident in Hong Kong or a TCSP-licensed service provider with a Hong Kong office, and where a private company has a sole director, that director cannot also act as secretary.

Primasia is a licensed TCSP (licence no. TC000446) and has provided company secretarial services in Hong Kong since 2002. We act for entrepreneurs and start-ups, SMEs and private companies, fund managers and investment vehicles, overseas companies setting up here, and corporates expanding across Asia.

The scope of our company secretary service

Core statutory compliance: acting as your named company secretary, filing the annual return (NAR1) and statutory changes (ND2A and related forms), maintaining the statutory books and company records, supporting annual general meetings, drafting board and written resolutions, filing name changes and registered office updates, and preparing share allotment and transfer documentation.

Significant Controllers Register and designated representative: every company must keep an SCR identifying anyone with significant control, typically more than 25% of shares or voting rights, or the ability to appoint or remove a majority of directors. We establish and maintain the register, identify the controllers, act as designated representative and deal with the authorities on enquiry.

Registered office and government correspondence: a Hong Kong registered office address, mail scanning and management, and handling of Companies Registry and Inland Revenue correspondence.

What your company must do under the Companies Ordinance

Annual obligations: local private companies file the annual return (NAR1) within 42 days after each incorporation anniversary; re-domiciled companies use their re-domiciliation anniversary. Renew the business registration with the Inland Revenue Department.

Ad hoc filings: changes of director or secretary within 15 days, a change of registered office within 15 days, share allotments within one month, and a change of company name within 15 days. Missed filings mean escalating government fees and, in the worst cases, prosecution of directors.

Good governance sits alongside the filings: advising directors on their duties, preparing board agendas and papers, recording attendance, keeping minutes safely and filing the resulting resolutions. Even a single-director company must keep proper records under Hong Kong law.

Changing your company secretary

You can change company secretary at any time. The process is a resignation letter from the outgoing secretary, a board resolution appointing the new one, filing Form ND2A within 15 business days, updating the statutory records, completing know-your-client checks and transferring the statutory documents.

We run a structured handover so nothing falls between the two providers and no filing deadline is missed in the transition.

Who can be a company secretary?

Having a qualified company secretary will make sure you’re playing by the rules, keeping on top of all the necessary company records and generally helping to keep your business running smoothly from the outset.

Why Primasia for Your Hong Kong Company Secretary Needs?

We are a trusted and licensed TCSP with a long history of experience in the field

We’ve been supporting companies in Hong Kong and Asia for over two decades

We’ve got experts in accounting, payroll and China operations under one roof

We use cutting-edge technology to make reporting and dashboards easy to use

Our lines of communication are always open and we respond promptly to client queries

We work with a wide range of clients including fund managers, SMEs and clients from around the world

We’re more than filing agent, we’re your long-term partner and truly care about the long-term success of your company.

01

Primasia’s Hong Kong Company Secretarial Services

Our Hong Kong Corporate Services platform lets us bring it all together:

It’s an integrated approach that keeps you compliant and helps your business grow in the long term.

02

1. Core Statutory Compliance

Sorting out share allotment and transfer documentation

03

2. Significant Controllers Register (SCR) And Designated Representative

Liaise with the authorities if they come knocking

Companies Ordinance and Business Registration Ordinance Stipulates

Maintain statutory books and documents – again very straightforward

Comply with Inland Revenue and Government departments – all the usual suspects

The company secretary is the key person when it comes to making sure all these things happen ; they’re the ones who’ll keep your company in line, prevent all sorts of fines and penalties and make sure the bank and investors know you’re on the ball.

01

What Your Hong Kong Company Must Do Under The Companies Ordinance

Your Hong Kong company needs to comply with ongoing statutory requirements under the law.

02

Ad Hoc Filings

Don’t get caught out and get slapped with all sorts of fines and penalties – our HK corporate secretarial services are designed to prevent that.

03

Helping Directors And Senior Management

Any corporate governance standards to keep an eye on

04

Supporting Board Meetings

Preparing minutes and keeping them safe

05

Reduced Compliance Risk

By outsourcing to a professional, you can rest assured that deadlines and regulatory changes will be closely monitored.

06

Keeping Focus on the Key Tasks

With the company secretary role taken care of, directors can then focus on what they do best: driving revenue, operations, and business strategy.

For businesses expanding fast, combining their secretarial and accounting functions under one provider can really help with coordination and efficiency.

07

Changing Your Company Secretary Service in Hong Kong

The process is pretty straightforward and involves:

At Primasia we make the transition as smooth as possible with our structured handover process to ensure continuity and compliance.

08

Which types of companies benefit from using company secretarial services?

Any company will find value in this, including startups, SMEs, holding structures, listed companies and overseas entities expanding into Hong Kong .

FAQs

Company Secretary: questions we are asked most

Does a Hong Kong company really have to appoint a company secretary?+

Yes. The Companies Ordinance makes it a requirement for every Hong Kong company to have one.

Can a sole director act as the company secretary?+

No. Where a private company has only one director, that same person cannot also act as the company secretary.

Does the company secretary have to be a Hong Kong resident?+

If the secretary is an individual, yes: they must ordinarily reside in Hong Kong. A licensed corporate body with a Hong Kong office can also act as secretary.

What is included in Primasia's company secretarial service?+

Acting as your named company secretary, filing the annual return and statutory changes, maintaining the statutory books, establishing and maintaining the Significant Controllers Register, preparing resolutions and minutes, providing the registered office, and ongoing compliance advice.

Do private companies have to hold an annual general meeting?+

A private company can dispense with the AGM by written resolution, but the supporting documentation still has to be prepared and kept.

What is the Significant Controllers Register?+

A statutory register identifying the individuals or corporate bodies with significant control over the company, typically more than 25% of shares or voting rights, or the ability to appoint or remove a majority of directors. It must be kept at the registered office and a designated representative appointed.

Can foreigners own a Hong Kong company?+

Yes, there is no restriction on foreign ownership, but the company must still appoint a Hong Kong-resident or licensed corporate company secretary and maintain a Hong Kong registered office.

What happens if the annual return is filed late?+

Government filing fees escalate sharply with the delay, and persistent default can lead to prosecution of the directors.

Can I change company secretary at any time?+

Yes. A board resolution appoints the new secretary and Form ND2A is filed at the Companies Registry within 15 days, alongside a handover of the statutory records.

Let's start a conversation

Tell us where the business is heading. We will tell you what it takes to get the structure, books and filings in order.