How to Choose a Company Secretary for Company Registration Purposes?
Company Secretary
To open a company in Hong Kong, you can either complete the registration on your own or go to a company formation agency. If you decide to go to a company formation agency, please make sure the agency is licensed by TCSP (Trust or Company Service Provider). According to Hong Kong company law, it is a statutory requirement for each company to have a registered company secretary.
A company secretary does not get involved with your company’s day-to-day operations but rather ensures your company complies with the rules and regulations like renewing your company’s business license and filing for annual returns. For instance, the annual return form (NAR1) must be filed annually, and it cannot be filed in advance. As your company secretary, one of our main duties is to ensure the annual return form is filed either before or within 42 days after your company’s anniversary date.
A TCSP-licensed company secretary must either be a permanent Hong Kong resident or a body corporate with a registered office address in Hong Kong. Additionally, the law forbids the sole director of a company from being the company secretary simultaneously.
Apostille Service
Those of you who need certain documents apostilled such as the certificate of incumbency and registered documents will first need to be certified by a company secretary or notary public. Keep in mind that a company document must either bear the signature of an official body; or be signed by a notary public/ the commissioner for Oaths in Hong Kong. Furthermore, not all company documents bear the signature of an official body. In fact, almost none of them bears a government signature except for the certificate of incorporation. As your company secretary, we can contact the Hong Kong Companies Registry to certify the documents on your behalf before we submit them to the high court for apostillation.
Certificate of Incumbency
Now some of you might consider opening a bank account overseas after you incorporate your company in Hong Kong. Some foreign entities may want to see proof of the legitimacy of your company especially if they are not familiarized with Hong Kong. Regarding the certificate of incumbency, it can only be prepared by a third party such as your company secretary. As mentioned above, some overseas banks may ask you to show proof of legitimacy of your company and the certificate of incumbency can serve the exact purpose.
The sole purpose of the certificate of incumbency is to state the fact that the company is in good standing, meaning the company is not under deregistration or liquidation and does not have any outstanding dues owed to the government. It also states the basic information about the company such as its date of incorporation, registered office address, share structure, and the appointment date of the ultimate beneficial owner.
Overseas Firms Based in Hong Kong
Some TCSP firms in Hong Kong are based overseas like Singapore. However, we noticed some of them are not 100% familiar with the general practice in Hong Kong. For example, from what we understand, some of them were completely oblivious when asked about their apostille services, let alone preparing a certificate of incumbency. Hence, please make sure your service provider is capable of providing apostille services as it is a common practice in Hong Kong.
Not to mention, some overseas-based firms even hire non-local staff that are based in the Philippines or India because it’s more cost-efficient for them. It is highly recommended that you hire a local firm run by local staff because they are relatively familiar with the latest regulations of the Hong Kong company laws so they can better attend to the compliance matters for your company without your physical existence in Hong Kong.
We hope this article helps you in selecting the most suitable company secretary for your company based on the criteria listed above. If you are interested in opening a company in Hong Kong, please feel free to contact us via email at info@cheapincorp.com or by WhatsApp at +852 5404 0902.