What Are the Main Duties of a Company Secretary? Why is a Legal Secretary Necessary for Company Incorporation?

What Are the Main Duties of a Company Secretary?
Why is a Legal Secretary Necessary for Company Incorporation?

For new entrepreneurs, having limited understanding of limited companies is quite common. At times, even the role of a company secretary can be mistaken for that of a personal secretary, and there might be confusion about the necessity of having a company secretary. This article aims to shed light on the responsibilities and significance of a company secretary, providing a deeper understanding of this pivotal role. Particularly for those planning to establish a limited company, this information holds significant importance.

What Is a Company Secretary?

In Hong Kong, a company secretary is a professional administrative executive whose status is legally safeguarded and established as a statutory position within a limited company. Their primary function is to ensure the legal and regulatory compliance of business operations, while also playing a crucial role in corporate governance. They are responsible for maintaining, updating, and safeguarding statutory registers, arranging director and shareholder meetings, preparing and timely submitting annual returns, and assisting the company with data changes, among other duties.

Due to the frequent and rapid changes in company ordinances and related regulations, the role of a company secretary has become even more crucial. One of their key responsibilities is to ensure the company's adherence to relevant ordinances, ensuring compliant operations and avoiding consequences such as fines due to non-compliance.

Necessity of a Legal Company Secretary

According to Hong Kong's legal regulations, when establishing a limited company, it is mandatory to appoint a qualified company secretary. This company secretary can be a Hong Kong resident or a secretary company with a license and a principal place of business in Hong Kong. This statutory requirement is not superfluous; rather, it ensures the establishment of a robust governance structure based on legal operation.

While in private limited companies, directors usually can also hold the position of company secretary, it's important to note that in a single-member company, a director cannot also serve as the company's statutory secretary. The role of a company secretary goes beyond being a mere "nominal" position. While having a qualified director serve as a company secretary might save costs, lacking relevant experience could lead to fines due to failure to timely submit documents. Outsourcing company secretary services is a reliable method to avoid such penalties and issues. (To learn more about our secretary services, click here.)

To facilitate a quick understanding of why a legal secretary is necessary when incorporating a company, we have created a short video:

Company secretaries play a pivotal role in Hong Kong's limited companies, with responsibilities extending beyond administrative tasks. They ensure sound governance based on legality and compliance. Whether assisting in management decisions, ensuring regulatory adherence, or providing professional guidance, company secretaries form an integral part of a company's successful operation. Consequently, regardless of the startup or mature phase, understanding and choosing suitable company secretary services are crucial to guarantee a company's stable operation.

Other Information

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