Who this is for
- Companies whose directors and shareholders are all outside Hong Kong and need a qualifying local secretary
- Companies with a sole director (a sole director cannot also be the company secretary)
- SMEs that want someone to track annual returns, change filings and statutory records
- Companies looking to replace their current secretary (see Change of Company Secretary)
What's included / not included
Included
- Acting as company secretary for one year (corporate secretary with a place of business in Hong Kong)
- Maintaining statutory registers: members, directors, company secretaries and the Significant Controllers Register (SCR)
- Acting as SCR designated representative (optional; as a TCSP licensee we qualify)
- Annual return (NAR1) reminders, preparation and filing
- Business registration renewal reminders
- Drafting routine board and members' written resolutions (e.g. approving annual accounts, appointing auditors)
- Handling government correspondence sent to us and notifying you
Not included
- Government fees
- Corporate changes (directors, shareholders, address, name, share transfers) — charged per item; see Company Changes
- Registered office address (available separately)
- Bookkeeping, audit and tax filing (see Related services)
- Legal advice or contract review
Government fees
| Item | HK$ | Notes | Source |
|---|---|---|---|
| Annual return NAR1, filed within 42 days after anniversary | 105 | Private company limited by shares | cr.gov.hk |
| NAR1 late: after 42 days, within 3 months | 870 | The Registrar cannot waive late fees | cr.gov.hk |
| NAR1 late: 3–6 months | 1,740 | Same | Same |
| NAR1 late: 6–9 months | 2,610 | Same | Same |
| NAR1 late: more than 9 months | 3,480 | Same | Same |
| Business registration fee and levy, 1-year (2026/27) | 2,350 | Fee 2,200 + levy 150 | ird.gov.hk |
| Notice of change of company secretary and director (ND2A) | See the CR's current fee schedule | Not listed in the CR's major fees schedule; any fee is as published by the CR from time to time — check with the CR if in doubt | cr.gov.hk |
Documents required
This is a general document checklist; confirm the applicable items and secure handover arrangements at consultation. Please do not send identity or accounting records through the website form; your consultant will arrange a secure handover.
- Certificate of Incorporation and Business Registration Certificate
- Latest annual return (NAR1) and articles of association
- ID and address proof for all directors and shareholders (KYC)
- Corporate shareholders: incorporation documents, ownership chart and ultimate beneficial owner details
- Existing statutory registers, minutes and resolutions (if moving from another secretary)
- Board resolution appointing HKESC as company secretary (we can draft it)
Process and timeline
Case timing is confirmed during consultation and depends on documents, authorities and third parties. No completion or approval time is guaranteed; statutory deadlines require separate checking.
| Step | What happens | Who | Typical time |
|---|---|---|---|
| 1 | Review of the company's position and quote | HKESC | Confirmed for the case at consultation |
| 2 | KYC and service agreement | You + HKESC | Confirmed for the case at consultation |
| 3 | Board resolution; sign ND2A (if replacing a secretary) | You + HKESC | Confirmed for the case at consultation |
| 4 | File ND2A with the Companies Registry | HKESC | Within 15 days of the appointment |
| 5 | Set up / update statutory registers and annual reminders | HKESC | Confirmed for the case at consultation |
A new company can appoint us as its first secretary at incorporation, with no separate ND2A needed.
Ongoing obligations
- Secretary eligibility: an individual secretary must ordinarily reside in Hong Kong; a corporate secretary must have its registered office or a place of business in Hong Kong. Every private company must have a company secretary.
- NAR1: file within 42 days after each anniversary of incorporation. Late filing is a criminal offence: the company and every responsible person face a maximum fine of HK$50,000, plus HK$1,000 per day for a continuing offence.
- Business registration: renew before expiry. If no demand note arrives, you must tell the IRD in writing within 1 month after the current certificate expires.
- SCR and designated representative: keep the SCR at the registered office or another place in Hong Kong. If it is not at the registered office, notify the CR on Form NR2 within 15 days. Appoint at least one designated representative.
- Change filings: appointments and cessations of directors or secretary must be filed on ND2A within 15 days. The maximum fine for default is HK$25,000, plus HK$700 per day.
- Accounts and tax: see Related services.
FAQ
Can a director also be the company secretary?
If the company has two or more directors, one of them can also be the secretary. A sole director cannot. A body corporate whose sole director is also the company's sole director cannot be the secretary either.
Does the company secretary have to be from Hong Kong?
An individual secretary must ordinarily reside in Hong Kong, whatever their nationality. A corporate secretary must have its registered office or a place of business in Hong Kong. Directors and shareholders have no residency requirement.
Is the company secretary the same as the registered address?
No. The company secretary is a statutory officer; the registered office is the company's official address in Hong Kong. You can buy them together, but they are priced separately.
What happens if we miss the NAR1 deadline?
The fee rises from HK$105 to between HK$870 and HK$3,480, depending on how late the filing is, and the Registrar has no power to waive it. The company and its officers may also be prosecuted.
Do we file the Significant Controllers Register with the government?
No. The SCR is not filed with the Companies Registry, but it must be kept and produced on demand to law enforcement officers.
Does a company that isn't trading still need a secretary?
Yes. As long as the company exists, it must have a company secretary and meet its filing obligations. A company that qualifies as "dormant" under the Companies Ordinance is exempt from filing annual returns, but still needs a secretary.