Company Secretarial Services

Q: Why Does Your Company Need Company Secretary?

It's a Statutory Requirement, according to section 474 of the Companies Ordinance, a company must have a company secretary. According to the section 475(2) of the Companies Ordinance, the sole director cannot act as the company secretary of the same company. According to the section 475(3) of the Companies Ordinance, no private company having only one director may have a body corporate as its company secretary when the sole director of that body corporate is also the sole director of that private company.

Q: What factors to consider to appoint a company secretary?

Under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, any person who carries on or proposes to carry on a trust or company service business in Hong Kong must apply for a Trust or Company Services Provider (TCSP) license.

Q: What is Company Secretary?

Basic Requirement Section 474(4) of Companies Ordinance: If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office must be in Hong Kong.

Q: What Are the Roles of Company Secretary?

Company Secretary, serving as a guardian of compliance, a facilitator of communication between the board of directors and other stakeholders, and a custodian of corporate records, plays a pivotal role to promote corporate governance by fostering best practices and nurturing a culture of transparency and ethical behavior. The major duties of company secretaries include the management, implementation and oversight of a range of key procedures and actions.

Q: What Are the Duties & Responsibilities of Company Secretary?

Duties & Responsibilities Prepare and file statutory returns to the Registrar of Companies for registration within the prescribed time periods in accordance with the requirements of the Companies Ordinance Update and maintaining the company’s statutory registers Assist in the appointment and removal of directors or company secretaries Assist in notifying any change in particulars of the directors or company secretary Assist in handling the transfer of shares, allotment of share and increase of capital Prepare necessary resolutions Arrange and organise director and shareholder meetings (including annual general meeting and extraordinary general meeting) and prepare meeting minutes Assist in deregistering the company

Q: Does My Company Need to Keep Significant Controllers Register?

Statutory Requirement According to the Companies (Amendment) Ordinance 2018, except listed companies, all companies incorporated in Hong Kong are required to: identify and ascertain persons who have significant control over the company; and maintain a significant controllers register to be accessible by law enforcement officers upon demand.

Q: Does My Company Need to Have a Designated Representative?

Statutory Requirement Under the section 653ZC(1) of Companies Ordinance, an applicable company must designate at least one person as its representative to provide the assistance in relation to the significant controllers register of the company.

Q: Is it a must for a private limited company to have a company secretary?

Yes. According to section 474 of the Companies Ordinance, a company must have a company secretary.

Q: What is the basic requirement of being a company secretary under the Companies Ordinance?

According to the Section 474(4) of Companies Ordinance: If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office must be in Hong Kong.

Q: I am a sole director of a private limited company in Hong Kong, can I act as the company secretary of the same company?

No. According to the section 475(2) of the Companies Ordinance, the sole director cannot act as the company secretary of the same company. Furthermore, according to the section 475(3) of the Companies Ordinance, no private company having only one director may have a body corporate as its company secretary when the sole director of that body corporate is also the sole director of that private company.

Question 1

Why choose Biz & Bird's limited company incorporation services?

Answer

1. Clear pricing Biz & Bird is committed to providing our clients with the fairest and clearest service and pricing. We guarantee that there are no hidden charges in our service fees. Our service plan charges will be clearly listed before we provide the service, and any customer is welcome to inquire with us at any time. 2. Affordable price Biz & Bird understands the difficulties of starting a business and is committed to providing you with the most transparent, simple and cost-effective company incorporation and company secretarial services. 3. Extensive experience Our professional service team has rich experience in setting up limited companies and company secretarial services, and understands the needs of start-ups and small and medium-sized enterprises. We are committed to providing you with caring and appropriate services and advice. In addition, our founder is an associate of The Hong Kong Chartered Governance Institute and owns dual qualifications of Chartered Secretary and Chartered Governance Professional. He has also worked for a number of listed companies in Hong Kong and has extensive experience in compliance, corporate governance and company secretarial matters, and are committed to serving our clients in a professional manner. 4. One-stop service Biz & Bird specializes in providing one-stop corporate services, covering company registration, company secretarial, accounting & taxation, and human resources & payroll outsourcing services, to satisfy your needs in corporate services, so that you can focus more on your core business, and let your company be the next success story.

Question 2

What information do I need to provide to set up a company?

Answer

1. Company name 2. Registered office address 3. Founder Member(s) [Shareholder(s)] Name Address Number of shares to be subscribed & subscription amount 4. Director(s) Name HKID number / Passport number & issuing country or region Address Email address (Optional) 5. Company Secretary Name Hong Kong Correspondence Address HKID number / Passport number & issuing country or region (If the Company Secretary is a nature person) Business Registration Number (If the Company Secretary is a body corporate) Trust or Company Service Provider Licence Number (If not required to obtain a licence, it is required to state the reasons) *As a Trust or Company Service Provider Licensee (TC009081), Biz & Bird is authorised to provide you with company services in Hong Kong, which include acting as your company secretary and providing you with Biz & Bird's office address as your company's registered office.

Question 3

What are the requirements for incorporating a private limited company in Hong Kong?

Answer

1. At least one director aged 18 or above, who is a holder of a Hong Kong Identity Card or a passport of any country. 2. At least one founder member (shareholder) and either a natural person (individual) or a body corporate (company) can be a founder member (shareholder). 3. An address in Hong Kong as the registered address of the company (Biz & Bird offers virtual office service to meet the legal requirements) 4. A company secretary that meets the requirements of the Companies Ordinance (Biz & Bird is a licensed trust or company service provider (TC009081) and is authorized to provide company services in Hong Kong)

Question 4

Is it necessary to have a "company secretary" to incorporate a Hong Kong limited company?

Answer

1. According to section 474 of the Companies Ordinance, a company must have a company secretary. If the company secretary is a natural person, he/she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, it must have its registered office or a place of business in Hong Kong. In addition, under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, any person who carries on or proposes to carry on a trust or company service business in Hong Kong must apply for a TCSP license. Biz & Bird is a Trust or Company Services Provider (TCSP) Licensee (TC009081) and is authorised to provide company services to you in Hong Kong. 2. According to section 475(2) of the Companies Ordinance, the director of a private company having only one director must not also be a company secretary of the company.

Question 5

Can the shareholder and director of a company be a non-Hong Kong resident?

Answer

The Companies Ordinance does not impose any restriction on the nationality of shareholders and directors of a Hong Kong limited company. Non-Hong Kong residents are also eligible to incorporate a Hong Kong limited company and serve as shareholders and directors. All individuals, including Hong Kong residents, Mainland residents, and overseas individuals, can become shareholders of a company. However, individuals who are to become directors of a company must be at least 18 years old, regardless of their residency status (Hong Kong residents, Mainland residents, or overseas individuals).

Question 6

Is there any restriction on the number of shares proposed to be issued and the number of founder members (shareholders) of a local company limited by shares?

Answer

The Companies Ordinance has not prescribed any requirement for the number of shares proposed to be issued. A local company limited by shares shall be formed by at least one founder member. However, if a limited company has more than 50 members (shareholders), it has to be registered as a "public company".

Question 7

How long does it take to register a Hong Kong limited company?

Answer

The time required for Biz & Bird to register a Hong Kong limited company is as follows: If the founder member(s) [shareholder(s)] and director(s) hold Hong Kong Identity Cards or valid passports (regardless of their nationality) and register a limited company in their personal capacity, the registration process can be completed within approximately 1-3 working days. If the founder member(s) [shareholder(s)] and director(s) only hold PRC identity cards or they are corporate bodies, the registration process will generally take about 7-10 working days. This timeframe begins from the moment all documents are signed by the shareholders and directors and delivered to our Hong Kong office. *The above time required is for reference only and is subject to the relevant circumstances and the approval time by the Companies Registry.

Item 項目	Service Fee 服務費用	Government Fee 政府費用	Total 總計費用
Acting as Company Secretary for 1 year	HK$1,000	-	HK$1,000
Acting as Designated Representative for 1 year	HK$1,000	-	HK$1,000
Prepare & Submit Annual Return	HK$800	HK$105	HK$905
Renew the BR Certificate	HK$250	HK$2,200	HK$2,450
Preparing the Register of Members	HK$500	-	HK$500
Preparing the Register of Directors	HK$500	-	HK$500
Preparing the Register of Secretary	HK$500	-	HK$500
Prepare the Significant Controller Register	HK$500	-	HK$500
Branch Registration	HK$400	HK$150	HK$550
Change of Company Name	HK$700	HK$295	HK$995
Change of Branch Name	HK$400	-	HK$400
Change in Particulars of Company Secretary/Director	HK$400	-	HK$400
Change of Director/Company Secretary	HK$600	-	HK$600
Change of Registered Office	HK$500	-	HK$500
Change of Business Nature	HK$400	-	HK$400
Issue & Allotment of Shares	HK$1,000	-	HK$1,000
Transfer of Shares	HK$1,200	Reimbursement of Actual Expenses	HK$1,200 + Government Fee
General Meeting	HK$1,000	-	HK$1,000
Deregistration of Limited Company	HK$1,990	HK$690	HK2,680
Cancellation of Business Registration	HK$600	-	HK$600
Cancellation of Branch	HK$400	-	HK$400
Company Stamp & Common Seal Making	HK$400	-	HK$400
Company Kit Making	HK$500	-	HK$500
Offshore Companies Registration (BVI)	Quotation	Quotation	Quotation
Offshore Companies Registration (Cayman Islands)	Quotation	Quotation	Quotation

Company Secretarial Services

Corporate Secretary:
Navigating Corporate Compliance

Why Choose Biz & Bird's Company Secretarial Service?

Why Does Your Company Need a Company Secretary?

Statutory Requirement

Why Biz & Bird?

What is Company Secretary?

Basic Requirement

What Are the Roles of Company Secretary?

What Are the Duties & Responsibilities of Company Secretary?

Duties & Responsibilities

Why Biz & Bird & What We Can Help?

Does My Company Need to Keep Significant Controllers Register?

Statutory Requirement

Does My Company Need to Have a Designated Representative?

Statutory Requirement

Why Biz & Bird?

Annual Company Secretarial Service Plan

CS Standard

1,280

HK$