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Company Secretary

Hong Kong, a premier international financial centre, attracts businesses from around the globe. Its robust legal system and strategic location make it an ideal place to incorporate and operate a company. As of the end of 2025, there was a record high of more than 1,500,000 local and re-domiciled companies registered with the Hong Kong Companies Registry (CR).

 

Under Section 474 of the Companies Ordinance (Cap. 622) , every Hong Kong-incorporated company is required to appoint a company secretary—a statutory role essential to maintaining good standing and ensuring compliance with regulatory obligations.

 

ComplianceOne Consulting Limited is a licensed Trust and Corporate Service Provider (TCSP) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) (Licence No. TC007463). As a leading regulatory compliance firm in Hong Kong, we offer company secretarial services as a value-added component of our one-stop solution, supporting financial institutions and enterprises in meeting their corporate compliance needs with professionalism and efficiency.

Steps to Company Incorporation

Step 1: Choose the Company Name and determine the Company Type

Step 2: Define the Business Nature

Step 3: Establish the shareholding Structure and Share Capital

Step 4: Appoint the first company secretary

Step 5: Appoint the first directors

Step 6: Select a registered address and record-keeping premises

Additional Considerations in Company Incorporation

     1)Company Name:

     ➤   Certain names may be restricted:

         ▇  Too similar to an existing company

         ▇  Protected by trademarks/copyrights

         ▇  Offensive or against public interest

         ▇  Suggestive of criminal activity

         ▇  Linked to the Chinese or HK SAR Government

     ➤   Certain names required prior approval from relevant regulatory authority:

         ▇  Bank

         ▇  Exchange

         ▇  Insurance

         ▇  Trust

         ▇  Practicing professional

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     2)Business Nature:

     ➤   Starting from 2023, all companies must select and fill in a code from the government's pre-set list of business nature codes that corresponds to their principal business activities when submitting incorporation forms or annual returns.

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     3)Background of Shareholder and Director:

     ➤   Shareholders (also known as members) – As capital contributors, their liability is generally limited to the unpaid amount on their shares (for companies limited by shares).

     ➤   Directors – Form the board of directors as the management body. They are responsible for overseeing the company's operations and ensuring compliance with statutory obligations.

     ➤   Nationality – Theoretically speaking, Hong Kong imposes no nationality restrictions on shareholders or directors. However, people from sanction or high-risk countries may encounter difficulties opening a local bank account and establish business relationship with a counter-party.

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     4)Share Capital:

     ➤   Unless required for specific regulated industries, the most common share capital amounts are HK$1, HK$100, or HK$10,000.

     ➤   Paid-up capital is not required in Hong Kong.

     ➤   The total value of issued shares represents the shareholders' liability to the company.

     ➤   Share capital increase (or share allotment) can typically be completed within 1 working day, whereas share capital reduction may take several months to process.

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     5)Registered Office:

     ➤   The address of the company secretary (i.e., a virtual office) may be used as the registered office

     ➤   Non-Hong Kong addresses, ‘care of’ addresses and post office box numbers are not acceptable.

Reference Information

CS1 - Company Secretary Booklet.png

Free Download: Company Secretary Guide

Planning to incorporate or redomicile in Hong Kong and need secretarial support? Understand key statutory rules under Cap. 622 regarding company secretary appointments, SCR maintenance, business nature codes, and board/shareholding changes.

Master HK incorporation and compliance essentials, including the 6-step setup process, offshore entity registration (BVI/Cayman/Samoa), Annual Returns, Apostille certification, and ComplianceOne’s (licensed TCSP) secretarial, registered office, and corporate change services.

What ComplianceOne can do for you

     I)Company Incorporation:

     ➤   Registration of limited companies in Hong Kong or overseas jurisdictions (BVI, Cayman, Samoa, etc.)

     ➤   Preparation of Articles of Association (A&A), Statutory Book, Common Seal & Company Chops

     ➤   Application for Business Registration (BR) Certificate

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     II)Provision of registered address:

     ➤   Provisions of registered address

     ➤   Act as correspondence address for mailing documents

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     III)Significant Controllers Register (SCR):

     ➤   Preparation and maintenance of SCR registry

     ➤   Act as local designated representative

 

     IV)Company Secretary Service:

     ➤   Filing of Annual Returns

     ➤   Preparation of General Minutes

     ➤   Preparation and maintenance of Register of Director (ROD) and Register of Member (ROM)

     ➤   Certified True Copy

     ➤   Apostille

     ➤   Corporate Changes:

          i.    Change of Company Name

          ii.    Change of Business / Branch Name

          iii.    Change of Business Nature

          iv.    Change of Registered / Business Address

          v.    Appointment / Resignation of Director

          vi.    Share Allotments

          vii.    Bought Sold Notes

          viii.    Profits Tax Return

          ix.    Employer's Return

          x.    Company Re-domiciliation

          xi.    Deregistration

External Reference

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