Company Secretary

Self Photos / Files - shutterstock_133716476.0.0 Suitable for all Hong Kong private limited company

Fly High Business is capable of taking the position of Company Secretary (Statutory) of your Hong Kong limited company and exercising company secretarial services on your behalf.

1. Filing of Annual Return (Form NAR1)

Suitable for every Hong Kong private limited company

Declaration of director and shareholder

Appointment of Fly High as your Company Secretary for 1 year

Filing of registered address and share allotment

Preparation of Significant Controllers Register

Filing and settlement of payment in Companies Registry

2. Nominee Company Secretary

Suitable for every Hong Kong private limited company

We share our company name and address to take the Company Secretary (i.e. we are appointed as the Company Secretary of your Hong Kong private limited company).

We offer consultation to support your company comply with Hong Kong Companies Ordinance.

We charge separately for company secretarial services provided on the capacity of your Company Secretary. Below are some examples of company secretarial services:

Reporting to Hong Kong Companies Registry:

Filing your company’s Annual Return

Filing alternation of Director / Company Secretary

Filing transfer of company shares and allotment of shares

Filing change of company name

Filing change of company’s registered office address

Filing change of company’s significant controllers register

Filing change of company’s designated representative

Keeping of Records:

Managing and keeping your company’s statutory book (register of shareholder and directors)

Meetings:

Organizing and witnessing required meeting of directors and shareholders alongside preparation of meetings’ minutes

Appointing Fly High as your Company Secretary:

If you want to transfer the company secretary of your Hong Kong company to us, we highly recommend you join our Registered Office Address service at the same time, to ensure seamless maintenance of your company.

Service Fee: Quotation.

* The fee is based on time spent and level of expertise required.

Purpose of Company Secretary

Legal Requirement

Every Hong Kong company must appoint at least a Company Secretary, who must be a Hong Kong resident or a Hong Kong limited company. If your company has only one director, the sole director cannot take the position of the Company Secretary. A company secretary is responsible to ensure that the company continuously complies with the laws and regulations of company registrations.

Public Record and Communication

The details of the company registration is filed in the Company Registry. The records of companies are available to public access.

FAQ

What is a Company Secretary and what responsibility does it have?

A company Secretary’s main role is to ensure a company and its operation are in statutory compliance with requirements of the Companies Ordinance of Hong Kong which includes filing of Annual Returns and updating and maintenance of statutory books to the Companies Registry regarding changes of the company.

Is it compulsory for a limited company to appoint a Company Secretary?

According to the Companies Ordinance section 474 (Chapter 622), it is required by law for every company to appoint a Company Secretary.

Can the sole director of a private company be a shareholder and the Company Secretary at the same time?

Pursuant to section 475 of the Companies Ordinance, one can be the sole director and shareholder of a private company but can not act as its Company Secretary at the same time.

If I am not a resident of Hong Kong, can I be appointed as a Company Secretary?

According to the Companies Ordinance of Hong Kong, a HK company secretary must satisfy the following requirements:

In the case of the company secretary being a natural person, he/she must be ordinarily residing in Hong Kong
In the case of the company secretary being a body corporate, its registered office or place of business must be in Hong Kong

Can I use my company to provide Company Service to other companies that belong to me?

As a rule of thumb, the company in question is not required to apply for a Trust or Company Service Providers (TCSP) licence if the following conditions are met:-

you are a member of a group of companies;
there is no receipt of service fee in respect of the company services provided by you to other members of the group; and
you provide company services to other members of the group only but not to any other person.

The above serves as an example of when a TCSP licence is not required.
In other situations where a member of a corporate group provides company services solely to other group members, it would not normally be considered to be providing the services by way of business and would not normally be required to apply for a TCSP licence.
Feel free to make an appointment with Fly High Business for further consultation should you have any queries.

What services does the different Fly High Business Company Service packages cover?

S1 Basic Plan：

Preparation and filing of Annual Returns (NAR1)

S2 Business Plan：

Preparation and filing of Annual Returns (NAR1)
Maintenance and update of Significant Controllers Register
Renewal of Business Registration

S3 Professional Plan：

Preparation and filing of Annual Returns (NAR1)
Maintenance and update of Significant Controllers Register
Renewal of Business Registration
Preparation of minutes for Annual General Meeting
Preparation of Notification of Commencement of Business / Not in operation minutes
Change of Business Nature or Business Name
Change of Business and Registered address
Change of Company Name
Application of Business Registration for a branch
Change of particulars of a branch
Change of particulars of a branch
Updating changes of a director’s personal particulars
Updating increase of registered capital

Other Services

Transfer of shares (service fee applies depending on the actual sales amount and bank transactions)
Deregistration of a limited company (service fee applies depending on the actual sales amount and bank transactions)
Deregistration of an unlimited company
Cancellation of Branch Business Registration
Restoration of a strike off limited company
Administrative restoration of a limited company
Declaration of a dormant company
Downloading of image records of documents from the Companies Registry
Downloading of image records of documents (certified copies) from the Companies Registry

Is Fly High Business going to sign all the required statutory documents on my behalf when I appoint Fly High Business as my Company Secretary?

Fly High Business will prepare and sign on your behalf on documents that are covered and authorized by you in the Company Secretary service package.

Other documents outside the service package that Fly High Business is requested to sign as a Company Secretary, please submit it to us for review and approval. Fly High Business will charge an administrative fee based on the content and time needed for the corresponding document. Review and approval take 7 business days in general and may vary depends on the content of the document. In the case that a legal document is involved, Fly High Business will charge professional fees involved in getting the document reviewed. In any circumstances, Fly High Business reserves the final right to accept or reject signing any documents outside the Company Secretary Service package.

What is my responsibility to assist Fly High Business in carrying out the role of acting as my Company Secretary?

Client is expected to inform Fly High Business in writing with copies of documents involved within 7 working days on any change of business particulars, including any documents that you have filed with the Companies Registry on your own. Otherwise, Fly High Business will prepare and submit statutory filing based on existing information provided by you before filing due dates. Any change of particulars after our submission will be treated as new submissions and will incur additional administrative fee which will be fully billed to your account.

What is an Annual Return (AR)?

Annual Return is a statutory form to be filed annually to reflect updated information of a business such as its registered business address, particulars of its director(s), shareholders and company secretary at the date the AR is filled out.

What are the consequences of late renewal of Business Registration?

A company which fails to deliver its annual returns to the Companies Registry within the prescribed time period is in breach of the Companies Ordinance and is subject to paying a higher registration fees as follows:

Penalties for late submission of the Annual Return if it is delivered:

More than 42 days after but less than 3 months of the company’s return date@ – HKD870
More than 3 months after but less than 6 months of the company’s return date@ – HKD1,740
More than 6 months after but less than 9 months of the company’s return date@ – HKD2,610
More than 9 months after the company’s return date@ – HKD3,480

@ anniversary of the date of its incorporation

Pursuant to the Companies Ordinance Cap. 662, the company and every responsible person of a local private company failing to comply with the corresponding requirement are liable to prosecution. Once convicted, a fine for the breach of the filing obligation will be imposed.The maximum penalty for failing to deliver an annual return is a fixed penalty of $50,000 and a daily default fine of $1,000 for each day during which the default continues.

What are the consequences and penalty for late renewal of Business Registration?

Pursuant to the Companies Ordinances Cap 10 Section 11, the Inland Revenue Department may impose penalties if Business Registration renewal demand notes are overdue. The law provides that any person who fails to comply with the provisions of the Business Registration Ordinance is liable to a maximum penalty of a fine of $5,000 and imprisonment for 1 year.