All companies incorporated in Hong Kong must have a company secretary, which is either a natural person ordinarily residing in Hong Long or a body corporate having its registered office or a place of business in Hong Kong (Section 474 of the Companies Ordinance).
The role of the company secretary is to provide corporate secretarial services, namely ensuring the constant compliance of the company with applicable laws and regulations, keeping and updating the statutory books and records, filing annual return and changes in the corporate information, auditing and approving annual financial statements, etc.
In the event of failure to appoint a company secretary, the Companies Registrar may direct the company to comply and each responsible person of the company is liable to a fine of HK$ 100,000.
The company secretary has the status of officer of the company it is acting for. In this regard, the company secretary has duties and can be held liable for its actions or omissions. The duties of the company secretary range from advisory duties to fiduciary duties and duties of care, skill and diligence. The company secretary can be held liable for breach of its duties as any director and may be liable to daily default fines and other consequences under Part 14 of the Companies Ordinance.
Since 1 March 2018, the carrying of company service business is subject to the granting of a licence, the “Trust or Company Service Providers” (TCSP) Licence, granted by the Companies Registrar.
MLS Company Secretary Ltd was one of the first to apply online for TCSP Licence and was granted the licence number 18.
The licensees company service providers must comply with specific requirements related to customer due diligence and record-keeping set out by the Anti-Money Laundering and Counter-Terrorist Financing Ordinance. The contravention with specific requirements applicable to company service provides are reprimanded by disciplinary actions.