A company secretary is essential to the compliance and maintenance of any business in its initial stages. Whether you choose to appoint an individual or outsource a provider, it’s important to understand exactly what the role entails. Fion Sen, co-founder and managing director of Bridges Executive Centre, contacted Localiiz to answer seven frequently asked questions regarding secretarial up-keeping for our city’s business owners.
1. What Is a Company Secretary?
In Hong Kong, all limited companies are required to appoint a company secretary according to the Companies Ordinance. The work of a company secretary is essential to the governance and administration of the company – they should not only work with directors and shareholders of the company, but also deal with different Government and regulatory bodies like Companies Registry, etc.
If the company secretary is an individual, he or she should ordinarily reside in Hong Kong, and if the company secretary is a corporate secretary, their registered office or place of business should be in Hong Kong.
2. What Are Covered in Company Secretarial Services Generally?
The following items are already included in BRIDGES’ company secretarial services:
- Being appointed as Company Secretary for one anniversary year.
- Preparation and filing of Annual Return with the Companies Registry (not included in some firms).
- Meet the local filing deadline of Annual Return to avoid penalties on late submission.
- Maintain company statutory records.
- Unlimited complimentary assistance for the change of registered address (excl. Government fees).
- On-demand assistance in updating director and / or shareholder details.
- On-demand assistance in appointing individual director.
As we are familiar with the legislation and duties required by the Companies Registry and other regulatory bodies, it could be favourable for you to get a reliable helping hand like us to take this role and manage all yearly duties for you, making sure your local filing deadlines (e.g. Annual Return, etc.) are being met.
3. How Much is the Maintenance Fee from the Second Year Onwards?
Our Comprehensive Company Secretarial Service Package costs at HK$2,500 per annum. As a business owner, you will also need to settle the Government fees of Business Registration renewal (to be announced by the Inland Revenue Department every year) and the Government fees of Annual Return which is HK$105 per annum. If you have subscribed a registered office address, the renewal fees are subject to your joined plan.
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4. If I Am the Director of the Company, Can I Act as the Company Secretary?
No, the Companies Ordinance prohibits the sole director from acting as the company secretary. Besides, the Ordinance also provides that no limited company having only one director may have as company secretary of the company a body corporate the sole director of which is the sole director of the limited company.
5. Will the Company Secretary Remind Me to File My Annual Return?
The Companies Ordinance requires all limited companies to prepare and submit their Annual Return within 42 days after the anniversary date of incorporation. The Companies Registry will not remind you of this important submission, and not every company secretarial service provider in the market will do so. As to be your company secretary, we will remind you to carry out this function on time before the deadline on an annual basis, so as to avoid penalties on late submission.
If you choose us as your tax arrangement service provider, we will even remind you when it is time to file your tax returns like Employer’s Return and Profits Tax Return for you to comply with these responsibilities properly.
6. Benefits of Using the Company Secretary Firm’s Registered Address?
This could be an important beneficial strategic move of yours. If your registered office address is provided by your company secretary firm (in a virtual office package for example), which means all your Government letters will be posted to this address, the company secretary firm can remind you promptly when it receives the Government letters and give you useful advice on how to handle the letters appropriately. Under this arrangement, all your Government deadlines will not be skipped.
Since your Government mails might contain lots of sensitive information, choosing a reliable service provider to manage all these for you is undoubtedly crucial. As you know, our professional specialists have years of experience and are capable of handling your letters with great care, and keeping a close eye on the Government schedule to help you deal with different compliance duties and deadlines properly when you are busy with onerous operational work.
7. Will the Company Secretarial Service Provider Handle My Tax Filing Issues?
At BRIDGES, we have our own company secretarial team and qualified accounting team to handle your various corporate needs. If you appoint us to be your tax arrangement service provider on top of being your company secretary, our whole team of qualified accountants and tax specialists can give you proficient advice on your tax filing, tax-efficient planning and tax optimisation with eligible deductions if any. Thus, not only can your Employer’s Return, Profits Tax Return and even Personal Tax Return be handled and filed on time, your accounting and audit reports can also be arranged under a good financial report structure, and you will then stand a good chance of executing a tax efficiency plan when you start to make profits.
All in all, our corporate compliance services are like no other, and you will be able to get far more comprehensive company maintenance support nearby to free yourself from all burdensome work.