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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

     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.

     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.

     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.

     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.

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

     II)Provision of registered address:

     ➤   Provisions of registered address

     ➤   Act as correspondence address for mailing documents

     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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