How to Choose a Hong Kong Company Secretary: Licence, Scope and Handover

A provider comparison starts with three identities: the person or body corporate that will hold office, the legal entity delivering any outsourced services, and the contact responsible for each task. Use the Hong Kong audit and corporate-services directory to build a shortlist, then ask every candidate to complete the same scope sheet.

Directory inclusion does not prove that a provider holds a TCSP licence, qualifies for an exemption, or offers a stated service. Check the proposed contracting entity against the Companies Registry licensing guideline and the official record that applies to it.

Check who may act as company secretary

For a private local limited company, the Companies Registry says there should be a company secretary. A secretary who is a natural person should ordinarily reside in Hong Kong. A body corporate acting as secretary should have its registered office or place of business in Hong Kong. These qualification points appear in the Registry’s directors and company secretary FAQ.

The same Companies Registry FAQ says a sole director cannot also act as that company’s secretary. It also describes a narrower body-corporate restriction: a private company with one director cannot appoint a body corporate as secretary when the same individual is the sole director of both companies.

Ask the provider to state the proposed office holder’s legal name and whether it is a natural person or body corporate. If another group entity will send invoices, provide an address, or do administrative work, list that entity separately. The engagement should make clear which entity will hold office and which entity will perform each service.

Verify a licence or exemption basis

The current Companies Registry TCSP guideline says a person carrying on a trust or company service business in Hong Kong is required to apply for a licence. The defined services include acting, or arranging for another person to act, as company secretary and providing a registered, business, correspondence, or administrative address.

The same licensing guideline lists exemptions from the TCSP licensing requirement, including accounting professionals and legal professionals. An absent TCSP search result does not by itself establish that a provider cannot act. Ask the provider to identify its licence number or its exemption basis in writing.

Search the exact proposed legal name or licence number in the official TCSP public register. The result can show a licence number, licensee name, business address, and remarks. Save the result and check date with the proposal. A register entry confirms those displayed fields; it does not confirm the engagement scope, staffing, service quality, or commercial terms.

Put these questions in the request for proposal:

• What is the legal name of the entity providing the service?
• Which natural person or body corporate will hold the company secretary office?
• What TCSP licence number or professional exemption basis applies to that entity?
• Which entity will sign the engagement letter and receive payment?
• Is the registered or correspondence address a separate service?

Set one responsibility and deadline table

Use one control table for the company and provider. The company-side owner supplies or approves facts. The provider-side owner states what it will prepare, deliver, retain, and return.

Control item	Official reference point	Company-side owner	Provider evidence to request
Secretary appointment, cessation, or particulars	Form ND2A covers appointment or cessation within 15 days; Form ND2B covers changes in particulars within 15 days	Confirms the office holder, effective date, and changed particulars	Named form owner, submission date, acknowledgement, and updated register extract
Private-company annual return	Except in its incorporation or re-domiciliation year, a private company delivers NAR1 within 42 days after its anniversary; the on-time fee is HK$105 and higher fees apply after the limit	Checks the return snapshot and confirms changes	Draft NAR1, approval cut-off, delivery evidence, and fee receipt
Significant Controllers Register	The regime covers Hong Kong incorporated or re-domiciled companies other than listed companies, uses five control conditions including more than 25% share or voting holdings, and requires a designated representative	Reports ownership or control changes and confirms the designated representative	Current register, notices and replies, update owner, and inspection contact
SCR location	When an SCR is kept away from the registered office, Form NR2 may be due within 15 days after it is first kept there or its location changes	Confirms the approved location	Location record, NR2 responsibility, and delivery evidence where applicable
AGM position	The current reference periods are nine months for a private company that is not a public-company subsidiary and for a guarantee company, and six months for other companies; sections 611, 612, and 613 provide specified exceptions or dispensation routes	Confirms company type, accounting reference period, and any resolution or exception relied on	Calendar entry, resolution or meeting documents, and the basis used
Company name change	Form NNC2 is filed within 15 days after the special resolution, and the change takes effect when the Certificate of Change of Name is issued	Approves the proposed name and resolution	NNC2 delivery evidence, certificate, and downstream update list
Directors’ and secretaries’ registers	The registers may be kept at the registered office or another prescribed place in Hong Kong	Confirms access and changes	Exact location, current export, inspection contact, and handover format
Business Registration renewal	IRD sends the renewal demand note around the middle of the preceding month and asks a business that does not receive it to notify the Commissioner within one month after the current certificate expires	Checks correspondence and supplies payment approval	Demand note, payment owner, current certificate, and unresolved-correspondence log

Do not treat the provider column as a transfer of the company’s responsibility. The Companies Registry says every company officer, including each director, company secretary, or manager, has responsibility for ensuring compliance with the Companies Ordinance. Name a company-side owner even when the provider prepares and delivers the form.

Compare providers with the same scope sheet

Send the same worksheet to every candidate. Require a written answer or mark the field unresolved.

Comparison field	Answer to collect
Office holder	Legal name, natural-person or body-corporate status, and Hong Kong address basis
Service entity	Legal name on the engagement letter and invoices
Licence or exemption	TCSP licence number and public-register result, or the exemption basis identified under the Companies Registry guideline
Included work	Included, excluded, and separately charged work for ND2A, ND2B, NAR1, SCR, meetings, name changes, record keeping, Business Registration correspondence, and address services
Event reporting	Who the company contacts, the information required, the internal response target, and who confirms delivery
Calendar	Each control date, reminder owner, company approval cut-off, and escalation contact
Records	Exact storage location, access method, inspection contact, export format, and original-document custody
People	Primary contact, backup contact, and person authorised to approve a filing
Commercial terms	Annual charge, government fees, event charges, address or mail charges, payment terms, termination terms, and handover charges, with no blank bundled items
Handover	Inventory, delivery format, effective date, open-item list, and acknowledgement from the incoming provider

Compare the completed fields, not proposal labels. A blank does not mean included, zero, or not applicable. Ask the candidate to resolve it or record it as an exception in the decision file.

Keep the proposal, official search result, completed worksheet, answers, and selection note together. Record why the chosen scope fits the company and who owns each open item.

Plan a no-gap handover

Set the outgoing cessation and incoming appointment on one timeline. The Companies Registry company secretary FAQ establishes the office requirement for a private local limited company and the ND2A notice period. Ask both providers to identify who will prepare the notice, who will approve its facts, and who will return delivery evidence.

Build a handover inventory before the outgoing engagement ends:

• legal names and contact details for the outgoing and incoming office holders;
• agreed appointment and cessation dates, with the ND2A owner;
• latest annual return, delivery acknowledgement, and next anniversary control date;
• current directors, secretaries, members, and significant-controllers records;
• SCR notices, replies, designated representative, and register location;
• board and member resolutions, meeting records, and company-name documents;
• current Business Registration Certificate and any renewal demand note;
• incorporation and share records held by the outgoing provider;
• Companies Registry and IRD correspondence, receipts, and open items;
• an export of the filing calendar and a list of items awaiting company approval.

Ask the outgoing provider to mark each item delivered and the incoming provider to mark it received or missing. Keep unresolved items open until a named person accepts them. Do not rely on a general statement that the file has been transferred.

Common questions

Who may act as company secretary for a private Hong Kong company?

The Companies Registry says a natural-person secretary should ordinarily reside in Hong Kong, while a body-corporate secretary should have its registered office or place of business in Hong Kong. See the Registry’s directors and company secretary FAQ.

Can the sole director also be company secretary?

No. The Companies Registry FAQ says the sole director cannot act as secretary of the same company. It also describes the restriction involving a body-corporate secretary with the same sole director.

Does every company secretary provider need a TCSP licence?

No. The Companies Registry licensing guideline applies the licence requirement to a person carrying on a trust or company service business and lists exemptions, including accounting professionals and legal professionals. Ask a provider to state which basis applies to the proposed service entity.

What does a TCSP public-register result prove?

The official TCSP register can display the licence number, licensee name, business address, and remarks. It does not state the proposed scope, team, service quality, or price.

When is a private company’s NAR1 due?

Except in the company’s incorporation or re-domiciliation year, the Companies Registry says the annual return is due within 42 days after the anniversary. The same source states an HK$105 registration fee for delivery within that period and higher fees after it.

Who remains responsible when a provider handles the filings?

The provider can prepare and deliver agreed forms, but that does not remove the officers’ obligations. The Companies Registry says each officer has responsibility for ensuring the company’s compliance with the Companies Ordinance.

What records should I collect when switching providers?

Collect the current company registers, filed forms and acknowledgements, resolutions and meeting records, certificates, correspondence, control calendar, open-item list, and exact storage locations. For directors’ and secretaries’ registers, the Companies Registry describes the permitted registered-office or prescribed Hong Kong location.

What if the Business Registration renewal demand note does not arrive?

The IRD says it normally sends the note around the middle of the preceding month. If it does not arrive, the business should notify the Commissioner in writing within one month after the current certificate expires.