Why Your Business Needs A Company Secretary?

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Whilst it is not mandatory for a private company to have a company secretary; it is for a limited company.    A company secretary should have at least 3 to 5 years’ experience and an extensive knowledge of the rules of governance and reporting functionality in the country the company is based. 


A company secretary has the following duties.


1.     File documents at the Companies House

When the company is first set up, this will include your memorandum of association and articles of association (“articles) and in future years will include your annual return, details of the firm’s financial statements, director’s reports or changes to the company directors, allocation of new shares etc.  Unless your company enjoys audit exempt (small companies) only, the company secretary also files the annual audit report. 


2.     Arranges annual general meetings, extraordinary general meetings and board meetings

The secretary will act in accordance with your articles to ensure an annual general meeting is advertised to shareholders and directors and held each year.  The secretary issues the meeting notice (usually 21 days for an AGM or 14 days for an EGM), prepares the agenda and distributed associated documentation.  They will also prepare the official minutes of the meeting.  

Unless a private company has traded shares, they are not obliged to hold an annual general meeting.   A private company generally needs only 14 days’ notice for a general meeting.

Shareholder(s) representing at least 5 per cent of the total voting rights of all shareholders having a right to vote at general meetings can make a request to call a general meeting pursuant to Section 566 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).


3.     Maintains the company’s registered office

The company secretary maintains any address used by the firm for formal communication. They also clearly display the firm name and business registration certificate of each firm they manage. The registered address of a company is often different to the address from which the company operates, especially for smaller businesses who may operate from home (a home address cannot be the registered address of a public company).


4.      Secures the company’s legal documents

These essential articles include the Memorandum and Articles of Association, the certificate of incorporation, the company’s seal, and shares certificates and stock transfers.


5.     Keeps the statutory records of the company including:

i.               a register of the shareholders 

ii.             a register of the past and present secretaries and directors

iii.            minutes of board and general meetings

iv.            a register of debenture holdings

v.              list of charges on the business’ assets.


An efficient and organized Company Secretary will add value to your business and ensure you meet all reporting targets required by law.  

If you are looking for a Company Secretary then contact us today.