Operations Management Support - Company Secretarial Services

According to Section 474 of Hong Kong Companies Ordinance (Cap. 622), every company should have a Company Secretary. Company Secretary may be one of the directors, an individual who ordinarily resides in Hong Kong or a corporate body that has its registered office or a place of business in Hong Kong. Company Secretary is not personal assistant for Directors or Executives. Now you can let Capital World handle all duties of a company secretary at competitive price.

1. Residency Qualification:
If you wish to serve as a Company Secretary of a private company in Hong Kong, you must be a Hong Kong resident aged 18 or above, or a Hong Kong incorporated company, or an overseas incorporated company registered in Hong Kong as a non-Hong Kong company.

2. Status and Eligibility:
The Company Secretary is an officer of the company. The law states that one may not serve as the Company Secretary of a company if one is also the sole director. This cannot be circumvented by using another company of which one is also the sole director to act as the Company Secretary. In short a sole director and the Company Secretary cannot be one and the same.

3. Roles and Responsibilities:
As an officer of a company, you have roles and responsibilities. Even if you use a company to be Company Secretary, ultimately, you and others in your company could be held responsible for your actions, omissions and decisions. If you act contrary to or omit to act in accordance with your roles and responsibilities, you could be subject to daily default fines and other consequences.

4. Advisory and Compliance:
You are an advisor to the directors. As such, you need to remind your directors frequently of their duty to comply with the requirements under applicable laws and regulations. These include, among others, the Companies Ordinance, Business Registration Ordinance and the Inland Revenue Ordinance.

5. Administration and Record Updating:
You are an administrator and need to keep proper statutory books and records. You must continuously update them accurately. These books and records include minute books, statutory registers, common seals and books of accounts. You may need to retain them for seven years or more.

6. Record Keeping and Inspection:
You need to keep the company records at the registered office or another place in Hong Kong, of which you should advise the public via appropriate filings at the Companies Registry. During office hours, anyone can come to you and ask to inspect and take copies of the registers of members, directors and secretary, by paying a reasonable fee.

7. Corporate Filings:
You need to make periodic filings. These include annual returns, information of and about directors and officers, any increase of authorised or paid-up capital and reporting of the passing of ordinary and special resolutions. There are deadlines for the submission of such filings of which you should be aware.

8. Audit and Tax Filings:
You need to remind your directors to prepare the financial statements of the company, have them audited and approved annually at the annual general meeting of the company. These statements then have to be filed with the tax return of the company with the Inland Revenue Department for all business, whether within or outside Hong Kong.

 Service Feature

By subscribing our package, we will help your company report required corporate duties to the Companies Registry in accordance with the Hong Kong Companies Ordinance.

  • Being appointed as Company Secretary for one anniversary year.
  • Preparation and filing of Annual Return with the Companies Registry.
  • Meet the local filing deadline of Annual Return to avoid penalties on late submission.
  • Maintain company statutory records.
  • Unlimited complimentary assistance for the change of registered address (excl. Government fees).
  • On-demand assistance in updating director and / or shareholder details.
  • On-demand assistance in appointing individual director.

Register Address

 Pricing

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  The Hong Kong Companies Ordinance requires all limited companies to prepare and submit its Annual Return within 42 days after the anniversary date of incorporation.

The Companies Registry will not remind you on this important submission, however, as to be your company secretary, we will remind you to carry out such function on time on an annual basis.

 Description

Deregistration is a way to dissolve a limited company. If a company has no outstanding liabilities, and has never commenced business since incorporation or has ceased business over 3 months, it can apply for deregistration.

 Basic Requirements of Deregistration

  • All members of the company agree to the deregistration.
  • The company has never commenced business or operation, or has ceased operation for over 3 months immediately before the application.
  • The company has no outstanding liabilities which include Profit Tax, Property Tax, Stamp Duty, Business Registration fee, fines and penalties in connection thereof and court fees.
  • It has obtained a written notice of no objections from the Commissioner of Inland Revenue. These include submission of returns which have been issued by the Inland Revenue Department, liability to notify the Commissioner of Inland Revenue in writing that the company is chargeable to tax for any year of assessment in which a return has not been received.
  • All Annual Returns are required to be filed until the company has been dissolved. Failure to do so will make the company liable to prosecution.
  • There are no unanswered enquiries from the Inland Revenue Department.

 Processing Time

Around 6 - 9 months.

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