Every Hong Kong company must have a registered office in Hong Kong and a company secretary. An individual secretary must ordinarily reside in Hong Kong, and a corporate secretary must have its registered office or a place of business here. Changes to the secretary or the registered office address must be reported to the Companies Registry within 15 days.
The registered office is the company's official address for service of documents. Court papers, Companies Registry notices and letters from the Inland Revenue Department are sent there, and a document delivered to that address is treated as received, even if nobody at the company reads it. This is why the address needs to be a real place where someone collects the post.
It must be a physical address in Hong Kong. A post-office box does not qualify. Many start-ups use the office of their accountant or a company service provider as the registered office, which is permissible, but the company then depends on that provider to forward mail promptly and accurately. Ask how often post is scanned, how urgent government notices are handled and what the provider charges for each.
The registered office does not need to be where the company trades, and it does not replace business premises that a licence or lease may require. Nor does it replace a business address displayed on the Business Registration Certificate, though the two are often the same.
If you use a registered address provided by a service firm, check whether it allows you to receive couriered documents and whether the staff there will sign for them. Some providers only accept ordinary post, and a courier that cannot deliver sends the parcel back, leaving you with a missed deadline and no record of the attempt.
A private company must appoint a company secretary. If the secretary is an individual, that person must ordinarily reside in Hong Kong. If the secretary is a body corporate, it must have its registered office or a place of business in Hong Kong. A sole director may also be the secretary only if the company has more than one director; where there is only one director, that director cannot also be the sole secretary, so a second person or a corporate secretary is needed.
Many small businesses appoint a professional firm. Providers that offer company secretarial services as a business must hold a licence under the licensing regime for trust or company service providers, administered by the Companies Registry since 2018. Check that the firm you engage is licensed, and note that the licence concerns anti-money-laundering compliance, not the quality of its advice.
Whoever you choose, the company remains responsible. If the secretary misses a deadline, the company and its officers are exposed, so write down what the secretary is expected to do and by when.
The secretary's work is administrative but time-sensitive. Typical tasks are keeping the statutory registers of members, directors, secretaries and significant controllers; preparing and filing the annual return; recording changes in directors, shareholders and the registered office; preparing board and shareholder resolutions; keeping minutes; and arranging the annual general meeting or written resolutions that approve the financial statements.
The secretary also acts as a deadline manager. The Companies Registry, the Inland Revenue Department and the Business Registration Office run on separate calendars, and one person should own the combined list. A common arrangement is for the secretary to maintain the list and the company's accountant to feed in the financial and tax dates.
If a company employs a professional secretary, agree in writing the scope of service, response times and fees for each type of filing. Ask for copies of everything filed and keep them in the company's own records, not only on the provider's system, so that a change of provider is not a crisis.
A realistic example: a three-person consultancy appoints the founder's spouse, who lives in Hong Kong, as the second director, and a licensed firm as corporate secretary. The founder keeps the registers on the company's shared drive, the firm files the forms and sends confirmations, and every quarter the founder compares the Registry's public record with the registers. The cost of that review is small compared with the cost of an unnoticed discrepancy.
Changes to the particulars of directors and the company secretary, and a change in the registered office, must reach the Companies Registry within 15 days. The period starts from the change, not from when someone remembers. If a director moves house or changes name, the public record needs updating.
Before moving the registered office, notify the Registry and update the address on the Business Registration Office record, the Inland Revenue Department record and the bank. Update the company's invoices, contracts, website footer and e-mail signatures. Customers and auditors who see two different addresses begin to ask questions.
If you change the secretary, make the handover formal: ask the outgoing firm for the registers, minute book, share certificates, statutory forms and a list of upcoming deadlines. The new secretary should check these against the public record and report gaps to the board.
The Companies Registry keeps a public register of licensed trust or company service providers, so you can search it and see whether a firm holds a licence before you hand over client documents. Ask for the licence number in the engagement letter and keep a copy.
Government correspondence arrives in batches around the dates the departments issue tax returns, notices and reminders. Establish a rule that all official mail is scanned on arrival, logged with the date received and the reply deadline and passed to a named director the same day. A profits tax return that sits unopened in a provider's office for two weeks eats into a one-month response period.
Keep a corporate records file for each company: certificate of incorporation, articles, registers, board minutes, share certificates and the list of authorised bank signatories. The registers should be kept at the registered office or another place notified to the Registry.
4softerp is a multi-company financial ERP and accounting module, useful for holding the books of each company in one place; it does not hold statutory registers or file anything with the Companies Registry. 4notify can send SMS and e-mail messages that you write, for example to alert a director that an official letter has arrived, but it does not monitor your mail or generate reminders from registry data.
After an office move, invoices, contracts and the website still show the old address.
Notify the Companies Registry of the change, then update your invoice and contract templates and your website by hand. The 4b2b products do not update documents from the register.
Government letters sent to the registered office — such as an IRD tax return — reach the right person too late.
Scan and file government letters in your own archive and note the reply deadline in your calendar. 4softerp does not manage incoming mail or set reply reminders automatically.
No. The registered office must be a physical address in Hong Kong where documents can be delivered. Many small companies use the office of their accountant or a company service provider. That is allowed, but the company relies on the provider to pass on government post promptly, so agree how mail is scanned, how quickly urgent items are forwarded and what the provider charges.
Not alone. Where a company has only one director, that director cannot also be the sole company secretary, so the company needs a second individual or a corporate secretary. The secretary must satisfy the residency or place-of-business requirement. A company with two or more directors can have one of them act as secretary if the other requirements are met.
An individual secretary must ordinarily reside in Hong Kong. A corporate secretary, such as a firm, must have its registered office or a place of business in Hong Kong. Providers of company secretarial services as a business must also be licensed as trust or company service providers, so ask to see the licence before you sign.
Within 15 days to the Companies Registry. The period starts from the change itself. Also update the Inland Revenue Department, the Business Registration Office, your bank, your invoices and your contracts. Different departments hold separate records, and an outdated address on any of them can cause missed notices and penalties.
A multi-company financial ERP for your books; filings go to the Companies Registry.
