Question 1

What is a Company Secretary and why is one mandatory in Hong Kong?

Accepted Answer

A Company Secretary is a statutory officer of the company, responsible for ensuring compliance with the Companies Ordinance (Cap. 622). Section 474 requires every Hong Kong limited company to appoint a Company Secretary, and the role cannot be held by the sole director in a single-director company. The Secretary must be a Hong Kong resident individual or a body corporate with a Hong Kong registered office (e.g., a licensed Trust or Company Service Provider / TCSP). The Secretary maintains statutory registers, files Companies Registry returns and advises the board on governance matters.

Question 2

What are the core statutory duties of a Company Secretary?

Accepted Answer

Core statutory duties include: (1) filing the NAR1 annual return with the Companies Registry within 42 days of the incorporation anniversary; (2) maintaining the statutory registers of directors, shareholders, secretaries, charges and significant controllers (SCR); (3) organising board meetings and AGMs and preparing minutes and resolutions; (4) handling director / shareholder / registered-office changes and lodging the relevant forms (e.g. ND2A, NR1) within the prescribed periods; (5) ensuring the Business Registration Certificate is renewed on time; (6) advising the board on governance and compliance matters.

Question 3

What is the NAR1 annual return and when must it be filed?

Accepted Answer

The NAR1 is a statutory return that every Hong Kong private limited company must file with the Companies Registry each year, disclosing the current directors, secretary, shareholders, registered office and share capital. The deadline is 42 days after the anniversary of the company's incorporation date (the 42 days include weekends and public holidays — the Companies Registry does NOT grant extensions). The on-time government filing fee is HK$105 (a government charge, separate from PAT CPA's service fee). Dormant companies are exempt.

Question 4

What happens if the NAR1 is filed late?

Accepted Answer

Late filing triggers an escalating government registration fee starting at HK$870 and rising up to HK$3,480 depending on lateness. In addition to the government penalty, the company and every director may be prosecuted; persistent default can lead to personal liability for directors and to the company being struck off the register by the Registrar (the deregistration procedure under Companies Ordinance Cap. 622, s.662). All amounts above are government fees, separate from PAT CPA's service fee.

Question 5

What is the Significant Controllers Register (SCR)?

Accepted Answer

The Significant Controllers Register (SCR) is a statutory register required under Schedule 5C of the Companies Ordinance (Cap. 622), in force since 1 March 2018. Every non-listed Hong Kong company must keep an SCR at its registered office for inspection by law-enforcement officers. A 'significant controller' is generally a person or legal entity that holds more than 25% of the shares or voting rights, or otherwise exercises significant influence or control over the company. The SCR supports corporate transparency and aligns with international anti-money-laundering and counter-terrorist-financing standards.

Question 6

What is a Designated Representative and who can act as one?

Accepted Answer

The Designated Representative (DR) is the company's statutory point of contact on SCR matters for law-enforcement officers (e.g. the Customs AML/CFT investigation unit). A DR must be one of: a Hong Kong resident director, employee or member of the company; an accounting professional; a legal professional; or a licensed Trust or Company Service Provider (TCSP). PAT CPA is a licensed CPA practice and TCSP and can act as both Company Secretary and Designated Representative for our clients, removing the need to appoint a separate DR.

Question 7

Do I need a Hong Kong registered office address?

Accepted Answer

Yes. Every Hong Kong limited company must maintain a physical registered office address located in Hong Kong (Companies Ordinance Cap. 622, s.658) to receive statutory correspondence from the Companies Registry, IRD and other government departments and to keep its statutory registers. PO boxes, 'care-of' addresses and overseas addresses are not accepted. For clients without their own Hong Kong office, PAT CPA provides a registered-office address in core commercial Kowloon, including mail receipt and forwarding.

Question 8

How are changes to directors, shareholders or registered office handled?

Accepted Answer

Any change of director, secretary, shareholder or registered-office address must be properly documented by board or shareholder resolution and lodged with the Companies Registry within the prescribed period (generally 15 days) on the relevant form — for example ND2A / ND2B for changes of director or secretary, NR1 for a change of registered office, and the appropriate share-transfer documents for transfers of shares. PAT CPA's secretarial service covers the entire workflow: drafting resolutions, filing forms and updating the statutory registers.

Question 9

Can I change my Company Secretary, and what is the process?

Accepted Answer

Yes — you can change your Company Secretary at any time. The standard process is: (1) pass a board resolution appointing the new secretary and accepting the resignation of the outgoing one; (2) notify the Companies Registry within 15 days of the effective date using form ND2B; (3) update the company's statutory registers and green file. When clients switch to PAT CPA, we proactively manage all of the above and assist in retrieving the statutory registers and the company chop from the outgoing secretary so the handover is seamless.

Question 10

Do dormant companies still need to file the annual return?

Accepted Answer

Under Companies Ordinance Cap. 622 s.5, a company that has passed a special resolution declaring itself 'dormant' and lodged the declaration with the Companies Registry is exempt from filing the NAR1 annual return and from preparing financial statements. However, dormant status is conditional — the company must not enter into any 'significant accounting transaction' (including bank-interest income) during the dormant period, and it still has to maintain a registered office and a Company Secretary, and renew its Business Registration Certificate on time. PAT CPA can advise on whether dormancy is appropriate for your company.

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