FAQ

1. What is a Company Secretary and what responsibility does it have?

A company Secretary’s main role is to ensure a company and its operation are in statutory compliance with requirements of the Companies Ordinance of Hong Kong which includes filing of Annual Returns and updating and maintenance of statutory books to the Companies Registry regarding changes of the company.
2. Is it compulsory for a limited company to appoint a Company Secretary?

According to the Companies Ordinance section 474 (Chapter 622), it is required by law for every company to appoint a Company Secretary.
3. Can the sole director of a private company be a shareholder and the Company Secretary at the same time?

Pursuant to section 475 of the Companies Ordinance, one can be the sole director and shareholder of a private company but can not act as its Company Secretary at the same time.
4. If I am not a resident of Hong Kong, can I be appointed as a Company Secretary?
According to the Companies Ordinance of Hong Kong, a HK company secretary must satisfy the following requirements:
- In the case of the company secretary being a natural person, he/she must be ordinarily residing in Hong Kong
- In the case of the company secretary being a body corporate, its registered office or place of business must be in Hong Kong
5. Can I use my company to provide Company Service to other companies that belong to me?
As a rule of thumb, the company in question is not required to apply for a Trust or Company Service Providers (TCSP) licence if the following conditions are met:-
- you are a member of a group of companies;
- there is no receipt of service fee in respect of the company services provided by you to other members of the group; and
- you provide company services to other members of the group only but not to any other person.
The above serves as an example of when a TCSP licence is not required.
In other situations where a member of a corporate group provides company services solely to other group members, it would not normally be considered to be providing the services by way of business and would not normally be required to apply for a TCSP licence.
Feel free to make an appointment with BBC for further consultation should you have any queries.
6. What services does the different BBC Company Service packages cover?
S1 Basic Plan：
- Preparation and filing of Annual Returns (NAR1)
S2 Business Plan：
- Preparation and filing of Annual Returns (NAR1)
- Maintenance and update of Significant Controllers Register
- Renewal of Business Registration
S3 Professional Plan：
- Preparation and filing of Annual Returns (NAR1)
- Maintenance and update of Significant Controllers Register
- Renewal of Business Registration
- Preparation of minutes for Annual General Meeting
- Preparation of Notification of Commencement of Business / Not in operation minutes
- Change of Business Nature or Business Name
- Change of Business and Registered address
- Change of Company Name
- Application of Business Registration for a branch
- Change of particulars of a branch
- Change of particulars of a branch
- Updating changes of a director’s personal particulars
- Updating increase of registered capital
Other Services
- Transfer of shares (service fee applies depending on the actual sales amount and bank transactions)
- Deregistration of a limited company (service fee applies depending on the actual sales amount and bank transactions)
- Deregistration of an unlimited company
- Cancellation of Branch Business Registration
- Restoration of a strike off limited company
- Administrative restoration of a limited company
- Declaration of a dormant company
- Downloading of image records of documents from the Companies Registry
- Downloading of image records of documents (certified copies) from the Companies Registry
7. Is BBC going to sign all the required statutory documents on my behalf when I appoint BBC as my Company Secretary?

BBC will prepare and sign on your behalf on documents that are covered and authorized by you in the Company Secretary service package.

Other documents outside the service package that BBC is requested to sign as a Company Secretary, please submit it to us for review and approval. BBC will charge an administrative fee based on the content and time needed for the corresponding document. Review and approval take 7 business days in general and may vary depends on the content of the document. In the case that a legal document is involved, BBC will charge professional fees involved in getting the document reviewed. In any circumstances, BBC reserves the final right to accept or reject signing any documents outside the Company Secretary Service package.
8. What is my responsibility to assist BBC in carrying out the role of acting as my Company Secretary?

Client is expected to inform BBC in writing with copies of documents involved within 7 working days on any change of business particulars, including any documents that you have filed with the Companies Registry on your own. Otherwise, BBC will prepare and submit statutory filing based on existing information provided by you before filing due dates. Any change of particulars after our submission will be treated as new submissions and will incur additional administrative fee which will be fully billed to your account.
9. What is an Annual Return (AR)?

Annual Return is a statutory form to be filed annually to reflect updated information of a business such as its registered business address, particulars of its director(s), shareholders and company secretary at the date the AR is filled out.
10. What are the consequences of late submission of Annual Return (AR)?
A company which fails to deliver its annual returns to the Companies Registry within the prescribed time period is in breach of the Companies Ordinance and is subject to paying a higher registration fees as follows:

Penalties for late submission of the Annual Return if it is delivered:
- More than 42 days after but less than 3 months of the company’s return date@ – HKD870
- More than 3 months after but less than 6 months of the company’s return date@ – HKD1,740
- More than 6 months after but less than 9 months of the company’s return date@ – HKD2,610
- More than 9 months after the company’s return date@ – HKD3,480
@ anniversary of the date of its incorporation

Pursuant to the Companies Ordinance Cap. 662, the company and every responsible person of a local private company failing to comply with the corresponding requirement are liable to prosecution. Once convicted, a fine for the breach of the filing obligation will be imposed.The maximum penalty for failing to deliver an annual return is a fixed penalty of $50,000 and a daily default fine of $1,000 for each day during which the default continues.
11. What are the consequences and penalty for late renewal of Business Registration?

Pursuant to the Companies Ordinances Cap 10 Section 11, the Inland Revenue Department may impose penalties if Business Registration renewal demand notes are overdue. The law provides that any person who fails to comply with the provisions of the Business Registration Ordinance is liable to a maximum penalty of a fine of $5,000 and imprisonment for 1 year.