Company Secretarial Services

According to Section 474 of Hong Kong Companies Ordinance (Cap. 622), every company should have a Company Secretary. Company Secretary may be one of the directors, an individual who ordinarily resides in Hong Kong or a corporate body that has its registered office or a place of business in Hong Kong. Company Secretary is not personal assistant for Directors or Executives. Now you can let Capital World handle all duties of a company secretary at competitive price.

1. Residency Qualification:
If you wish to serve as a Company Secretary of a private company in Hong Kong, you must be a Hong Kong resident aged 18 or above, or a Hong Kong incorporated company, or an overseas incorporated company registered in Hong Kong as a non-Hong Kong company.

2. Status and Eligibility:
The Company Secretary is an officer of the company. The law states that one may not serve as the Company Secretary of a company if one is also the sole director. This cannot be circumvented by using another company of which one is also the sole director to act as the Company Secretary. In short a sole director and the Company Secretary cannot be one and the same.

3. Roles and Responsibilities:
As an officer of a company, you have roles and responsibilities. Even if you use a company to be Company Secretary, ultimately, you and others in your company could be held responsible for your actions, omissions and decisions. If you act contrary to or omit to act in accordance with your roles and responsibilities, you could be subject to daily default fines and other consequences.

4. Advisory and Compliance:
You are an advisor to the directors. As such, you need to remind your directors frequently of their duty to comply with the requirements under applicable laws and regulations. These include, among others, the Companies Ordinance, Business Registration Ordinance and the Inland Revenue Ordinance.

5. Administration and Record Updating:
You are an administrator and need to keep proper statutory books and records. You must continuously update them accurately. These books and records include minute books, statutory registers, common seals and books of accounts. You may need to retain them for seven years or more.

6. Record Keeping and Inspection:
You need to keep the company records at the registered office or another place in Hong Kong, of which you should advise the public via appropriate filings at the Companies Registry. During office hours, anyone can come to you and ask to inspect and take copies of the registers of members, directors and secretary, by paying a reasonable fee.

7. Corporate Filings:
You need to make periodic filings. These include annual returns, information of and about directors and officers, any increase of authorised or paid-up capital and reporting of the passing of ordinary and special resolutions. There are deadlines for the submission of such filings of which you should be aware.

8. Audit and Tax Filings:
You need to remind your directors to prepare the financial statements of the company, have them audited and approved annually at the annual general meeting of the company. These statements then have to be filed with the tax return of the company with the Inland Revenue Department for all business, whether within or outside Hong Kong.

 Service Feature

By subscribing our package, we will help your company report required corporate duties to the Companies Registry in accordance with the Hong Kong Companies Ordinance.
  • Act as a Company Secretary appointed by Board of Director.
  • Preparation and filing the Specified Form and Related Documents to Companies Registry.
  • Setting up a E-mail Reminder for the purpose of fulfilling Director's yearly reponsibility stated in Companies Ordinance.
  • Maintainance of Company Documents and Statutory records such as Resolution from Board of Director.
  • Unlimited complimentary assistance for the change of registered address (excl. Government fees).
  • Assistance in updating director(s) and shareholder(s) details in Company Registry Record.
  • Assistance in appointment/Resignation of director(s).
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  Filling Annual Return within the prescribed time period is the responsibility and obligation of Director. According to section 662 of Companies Ordinance, a private limited company must in respect of every year(except the year of its incorporation) deliver to the Registrar for registration an Annual Return within 42 days after the company's return date.

The company secretary service of Capital World included a reminder for our client to comply relative responsibiliy and avoid the penalty due to failure of filling Annual Return.
 

 Description

Deregistration is one of the way to dissolve a limited company. Once the company fulfill the below requirements, a company, or a director or member of a company may apply to Registrar for deregistration of the company. The announcement regarding to the company deregistered will be posted in Government Gazette Notice.

 Requirements of Deregistration
 In Section 750 of Companies Ordinance, there are some requirements listed out for the company determine to apply for deregistration. To avoid any objection raise from other party, we suggest:

  • the application of deregistration is agreed by all members by a general meeting;
  • the company has not carryied on business 3 months before the application;
  • the company confirm there is no any outstanding liabilities such as Loan, government fee, outstanding bill...etc;
  • the company is not a party to any legal proceedings;
  • the company has not held any immovable property, tradmark, share(s) or any other assets.

 Processing Time

Around 6 - 9 months.

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