Company Secretarial Services
In accordance with the law in Hong Kong, every limited company must appoint a company secretary. Their primary role is to ensure the daily operations with the relevant legislation requirements; to help develop the company accounts and notify the authorities about the change in corporate structure. Some of their tasks can included scheduling meetings, processing official records and preparing minutes.
Here at Compass, we offer full range of specialized corporate secretarial service to our clients. We commit to minimize uncertainties and answer doubts of our clients when encountering law issues and evaluate whether the company strategy meets with statutory requirements of the jurisdiction. We provide information on the most up-to-date relevant corporate laws and regulations and conducting analysis upon the impacts faced by the company.
Company Secretarial Duties:
- Acting as the statutory secretary of the company
- Prepare minutes of the Annual General Meeting of Shareholders
- Submit the annual report for the current year
- Change of business address and registered address
- Change of personal particulars of directors and secretaries
- Preparation and submission of information on the appointment and removal of
directors - Lodge a register of companies
- Assist in the submission of business registration certificates
- Distribution of shares
- Change the nature of the company’s business
- Register a branch
- Cancellation of branches
- Preparation of the Significant Controllers Register (SCR)
Significant Controllers Register (SCR)
The Government has stipulated that a company incorporated in Hong Kong must identify the persons who have significant control over it (MIPs) and keep a SCR register for inspection by law enforcement officers upon request. At the same time, each company is required to designate a person to act as a company representative to provide assistance to law enforcement officers in answering SCR questions.
The amendments will take effect from 1 March 2018 and the relevant authorities will have the opportunity to conduct spot checks on each company at any time.
According to the Guidelines on Keeping a Significant Controllers Register for Companies9. 1.1 Failure to comply with the above obligations is a criminal offence. The company concerned and each of its responsible persons are each liable for a fine at level 4 (i.e. $25,000). If applicable, a fine of $700 per day will be imposed.
Why do I need company secretarial services?
As a professional company, Compass has extensive experience in providing comprehensive company secretarial services to our clients. Whether you are looking to start a private company or already have a running company, Compass can provide you with professional and reliable company secretarial services.
The company secretary is responsible for ensuring that the company’s operations and decision-making are lawful, and that the level of administrative functions within the company is maintained, and that the company has good governance, effective management and compliance with the company’s laws. Your company must strictly keep records, such as minutes of meetings, the conduct of board members, any interactions with shareholders and stakeholders, and any interactions with government authorities.
The importance of a company secretary
The duties of a company secretary include all necessary administrative duties within the company, including three main areas: administration and governance, legal and accounting. The company secretary must ensure that the necessary paperwork is provided to the board members prior to the meeting and that board procedures are followed.
As they are responsible for ensuring that the company complies with legal requirements, they must be aware of the company legislation, update and maintain registers for inspection, and prepare directors’ reports and accounts.
The company secretary is also the liaison on matters relating to the legality of the company, such as notifying all shareholders of the time, date and place of the board meeting, setting the agenda, taking notes and making documents at the end of the meeting, and informing the relevant persons of any decisions made during the meeting.