Last updated 4 September 2026.
Every Hong Kong company must have a company secretary. A natural person in the role must ordinarily reside in Hong Kong; a body corporate must have its registered office or a place of business here. A director can hold the post — with one narrow exception that most guides state too broadly. And anyone providing the service to other companies as a business needs a licence, which is a criminal matter rather than a professional nicety.
What does the company secretary actually do?
It is not a clerical role and it is not optional. The secretary is the officer responsible for the company's statutory record-keeping and its filings with the Companies Registry: maintaining the register of company secretaries and the register of directors, keeping the significant controllers register, filing the annual return, and notifying the Registrar when officers, addresses or share capital change.
Most of the deadlines in Hong Kong company law land on this desk. The annual return within 42 days of the incorporation anniversary. A change of director or secretary within 15 days. A change of registered office within 15 days. Each of those carries an offence for the company and its responsible persons if it slips, which is the practical reason the role exists.
Who can be a company secretary?
Section 474(4): a company secretary must — (a) if a natural person, ordinarily reside in Hong Kong; and (b) if a body corporate, have its registered office or a place of business in Hong Kong.
That is the whole eligibility test in the ordinance. Note what it does not say: there is no qualification requirement, no examination, no professional body you must belong to. A Hong Kong resident individual with no corporate background is eligible on the face of section 474.
"Ordinarily reside" is doing real work in that sentence, though. It is about where a person actually lives, not where they hold a passport or a visa. An overseas founder who visits Hong Kong occasionally does not qualify, which is the reason most companies appoint a firm rather than a person.
Can a director be the company secretary?
Usually yes — and this is where a good deal of published guidance is simply wrong. You will read that a director cannot be the company secretary. The ordinance says the opposite as its starting point.
Section 475(1): subject to subsections (2) and (3), a director of a company may be a company secretary of the company.
Section 475(2): the director of a private company having only one director must not also be a company secretary of the company.
Section 475(3): no private company having only one director may have as company secretary a body corporate the sole director of which is the sole director of the private company.
So the bar is narrow and specific. It catches the one-director private company — the most common structure for a solo founder, which is why the rule feels universal. A company with two or more directors may appoint one of them as secretary without difficulty.
Section 475(3) is the part almost nobody mentions, and it exists because the obvious workaround occurred to people immediately: incorporate a second company, make yourself its sole director, appoint it as your secretary. The ordinance closes that door explicitly.
Does the company secretary have to be licensed?
Two different questions hide in this one, and the answer differs.
Acting as secretary of your own company is not a licensed activity. A qualifying individual or a group company can hold the post without a licence.
Providing the service to other companies as a business is. Since 1 March 2018 a trust or company service provider must be licensed by the Registrar of Companies under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), and satisfy a fit-and-proper test. This is not a registration formality:
Section 53F, Cap. 615: a person commits an offence if the person carries on a trust or company service business without a licence, and is liable on conviction to a fine at level 6 — HK$100,000 — and to imprisonment for 6 months. A magistrate may also disqualify the person from holding a licence.
Worth sitting with, because it reframes what you are choosing when you pick a provider. An unlicensed secretarial service is not a cheaper version of a licensed one. It is a business committing an offence, using your company to do it, and holding your statutory records while it does.
How do you check a provider's licence?
The Companies Registry publishes the register of licensed trust or company service providers at tcsp.cr.gov.hk. It is public, free and searchable by company name or licence number, and it takes under a minute.
Ask any prospective provider for its licence number in writing and check it yourself rather than taking a logo on a website as evidence. A licence number that the provider is reluctant to give you has already answered the question.
What is the register of company secretaries?
A statutory register the company keeps itself, distinct from anything filed at the Registry. Section 648(1) requires it; section 650 sets the particulars that go in it; section 648(3) requires it to be kept at the registered office or a prescribed place.
The distinction matters during a change of provider. Updating your own register is not notification, and notifying the Registrar does not update your register — both have to happen. The Registry filing has its own fifteen-day clock under section 652, which we cover in the guide to changing your company secretary.
What happens if the post is vacant?
The duty in section 474(1) is continuous, not a box ticked at incorporation. If your secretary resigns and you do not replace them, the company is in breach for as long as the vacancy lasts.
Section 474(5) provides a limited stopgap: where the office is vacant or there is no secretary capable of acting, anything required to be done by the secretary may be done by an assistant or deputy secretary, or failing that by any officer authorised by the directors. That keeps filings possible in the interim. It is not a substitute for filling the post.
What to ask before you appoint
- What is your TCSP licence number? Then check it on the public register yourself.
- Who is the named secretary — the firm as a body corporate, or an individual employee who might leave?
- Which filings are included, and which are billed separately when they arise?
- Where will the statutory registers be kept, and do I get copies?
- What is my annual return date? A prospective secretary should be able to read it off your incorporation certificate immediately.
Looking for a licensed company secretary?
818hi.com and laulega.com are both operated by LAULEGA LIMITED, a Hong Kong licensed trust or company service provider — licence TC000573, which you are welcome to check on the Registry's public register before you speak to us.
See the compliance serviceFrequently asked questions
Does every Hong Kong company need a company secretary?
Yes — section 474(1). There is no small-company exemption, and dormancy does not remove the requirement.
Who can be one?
A natural person who ordinarily resides in Hong Kong, or a body corporate with its registered office or a place of business here — section 474(4). The ordinance sets no qualification requirement.
Can a director be the company secretary?
Usually yes. Section 475(1) expressly permits it. Only a private company with a single director is barred from using that director — section 475(2) — or a body corporate whose sole director is the same person, under section 475(3).
Does the secretary have to be licensed?
Not to act for your own company. To provide the service to others as a business, yes — and section 53F of Cap. 615 makes doing so unlicensed an offence carrying a level 6 fine of HK$100,000 and six months' imprisonment.
How do I check a provider's licence?
Search the Companies Registry's public TCSP register at tcsp.cr.gov.hk by name or licence number. Ask for the number in writing first.
What is the register of company secretaries?
The company's own statutory register under section 648, with particulars set by section 650, kept at the registered office or a prescribed place. Separate from, and not a substitute for, the section 652 filing at the Registry.
Statutory references are to the Companies Ordinance (Cap. 622), the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) and the Criminal Procedure Ordinance (Cap. 221) as in force at the date above. Reviewed by Di Ma, responsible officer of LAULEGA LIMITED, a Hong Kong licensed trust or company service provider (TCSP licence TC000573). General information about Hong Kong law, not advice on your particular company — check the current position before you rely on it.