Every Hong Kong limited company must appoint a company secretary. It’s not optional, it’s not a “nice to have” — it’s written into the Companies Ordinance. And yet most new founders only think about it when the first annual return is overdue and a late-filing penalty notice arrives.
This guide covers what a company secretary legally does in HK, whether you can DIY it, what fair 2026 pricing looks like, and the small print to check before signing a service agreement. If you’re forming a company, already operating without a secretary, or shopping between providers, this is the walkthrough.
Is a Company Secretary Legally Required?
Yes. Under the Companies Ordinance (Cap. 622), section 474, every Hong Kong private company must appoint a company secretary. The rules are specific:
- The secretary must ordinarily reside in HK (if an individual) or have a registered HK office (if a corporation).
- A sole director of a company cannot also be that company’s sole company secretary. If you’re a one-person company, you need someone else.
- The secretary’s details appear on the NNC1 at incorporation and on every subsequent change filing with the Companies Registry.
Failure to appoint a secretary, or operating with a vacant secretary position for more than the permitted period, is a continuing offence. It also blocks you from filing anything else that requires secretary authorisation — which is most things.
What a Company Secretary Actually Does
The job has a statutory core and a practical core. Both matter.
Statutory duties:
- Annual Return (NAR1). Filed every year within 42 days of the anniversary of incorporation. Late fees escalate sharply — HK$870 if up to 3 months late, HK$1,740 up to 6 months, HK$3,480 beyond that.
- Maintain statutory registers. Register of members, directors, secretaries, significant controllers (SCR), charges. These are inspectable by directors, members and sometimes the public.
- Directors’ and shareholders’ resolutions. Drafted, signed, filed, and archived. Covers director appointments/resignations, share allotments, dividend declarations, banking resolutions.
- Change filings with the Companies Registry. NR1 (address change), ND2A/ND2B (director particulars), NAC1 (article amendments), etc.
- AGM organisation. If your articles haven’t dispensed with AGMs (most modern articles do), one per financial year, with proper notice and minutes.
- Significant Controllers Register (SCR) maintenance. Required since 2018; must be kept at the registered office or a specified location and be available for Companies Registry / law-enforcement inspection.
Practical duties (what a good secretary also does):
- Reminds you of upcoming deadlines before they’re missed.
- Flags when a change (new director, new address, share transfer) needs a filing and files it.
- Keeps a board pack template so resolutions are consistent and bank-acceptable.
- Acts as the first point of contact for Companies Registry correspondence.
Can You Be Your Own Company Secretary?
Sometimes. If your company has two or more directors, one of them (or any other HK resident individual) can serve as secretary. If your company has only one director — which is common for founders — you cannot be your own secretary.
Most founders who can technically DIY still don’t. Reasons:
- Missing the NAR1 deadline is cheap to prevent and expensive to fix.
- Correctly drafting resolutions (especially for bank account opening, share allotments, or dividend declarations) requires specific wording.
- Banks and professional advisors expect a recognisable company secretary as the correspondence address.
- Your home address stays off public records when you use a corporate secretary with a registered office.
Plan to outsource it unless you have specific reasons to DIY.
Fee Ranges in 2026
Based on the HK market, these are the typical ranges for a straightforward private company with one or two directors, a handful of shareholders, and no unusual activity:
- Basic company secretary service: HK$1,500 – HK$3,500 per year.
- Registered office service (many providers bundle this): HK$500 – HK$2,000 per year, sometimes included.
- Mail forwarding / scanning: HK$500 – HK$1,500 per year, sometimes included.
- Annual package (secretary + registered office + mail): HK$2,500 – HK$5,500 is the common range for small companies.
Providers advertising HK$800–HK$1,200 “all-in” packages exist. Read the small print — they usually include one or two filings and charge per extra filing, which adds up if you have any movement during the year.
At the other end, corporate secretarial boutiques and legal firms charge HK$6,000–HK$15,000+ for the same compliance work with more hand-holding and faster turnaround.
What’s Included vs What’s Extra
Here’s where providers differ most — and where the “bargain” becomes expensive:
| Usually included in the base fee | Usually charged extra |
|---|---|
| NAR1 annual return filing | Director appointment / resignation filing (ND2A/ND2B) |
| Maintenance of statutory registers | Share transfer (instrument of transfer + board resolution) |
| One or two standard resolutions per year | Share allotment, capital increase |
| Registered office address | Change of registered office (NR1) |
| Reminders for BR renewal and NAR1 | Deregistration / strike-off |
| SCR maintenance (standard) | Certified true copies beyond a small quota |
| Express filing, same-day service | |
| Apostille / legalisation of documents |
A company that has no director changes, no share transfers, no capital moves, no address change — i.e. genuinely quiet for 12 months — will pay close to the advertised fee. Any active company will typically add HK$1,000–HK$4,000 in extras during the year.
Registered Office as a Bundled Service
The registered office is the official correspondence address on file with the Companies Registry. It must be a HK street address (a PO Box won’t do). Many founders use their corporate secretary’s address because:
- It keeps your home address off public records.
- Mail from Companies Registry, IRD, and MPFA goes somewhere monitored.
- Changing it is a filing (NR1) — cheaper to not have to change it every time you move house.
If your secretary charges separately for this, it’s usually a few hundred HKD. If you’re using a virtual office or coworking address for registered office purposes, confirm it has Companies Registry approval for that use.
Red Flags When Comparing Providers
- “Free” first year. Often paired with a year-two price that’s double the market. Check year-two pricing before signing.
- No written engagement letter. Proper providers issue a written engagement letter specifying scope, fees, and extras.
- No HKICPA / HKCGI / TCSP licence disclosure. Service providers must hold a Trust or Company Service Provider (TCSP) licence under the AMLO regime.
- Slow response times. Filing deadlines are unforgiving. If they take a week to answer an email, they’ll miss your NAR1.
- Opaque extras. Ask for the schedule of charges for the extras above. If they won’t share it, walk away.
Getting the Rest of the Compliance Stack Right
Company secretary work is one leg of HK compliance. The other two are bookkeeping and audit. If you’re thinking about your full compliance setup — not just the secretary piece — see our HK company setup accounting checklist and our step-by-step company formation guide.
Talk to Us About Your Secretarial and Accounting Setup
Giga Accounting by 凌峰會計 offers company secretarial, bookkeeping and audit services under one roof — so your NAR1 deadline, your annual audit, and your IRD filings are all tracked on one calendar by one team.
For a clear quote covering secretary + registered office + bookkeeping, have a look at our bookkeeping and accounting services or our auditing services.
