Company Secretary Requirements in Hong Kong: Who Qualifies and Why the TCSP Licence Matters

Who can act as company secretary

Section 474 of the Companies Ordinance (Cap. 622) requires every company to have a company secretary. For a private company, an individual secretary must ordinarily reside in Hong Kong, and a body corporate acting as secretary must have its registered office or a place of business in Hong Kong. The Companies Registry confirms there is no residency requirement for directors, so for an overseas-owned company the secretary is often the main local point of contact for the Registry, alongside the registered office.

Section 475 closes the obvious shortcut. The director of a private company that has only one director cannot also be its company secretary. Nor can that company appoint as secretary a body corporate whose sole director is the same person as the company’s sole director. A company with two or more directors may appoint one of them as secretary, provided the residence test is met. If a company has no secretary, the Registrar of Companies can direct it to appoint one within one to three months, and failing to comply is an offence.

In practice the secretary keeps the company’s statutory records and filings in order: the registers of members, directors and company secretaries, minutes and written resolutions, the significant controllers register, and returns such as the annual return (Form NAR1). Changes to the secretary must themselves be reported. Form ND2A notifies an appointment or cessation within 15 days, and Form ND2B notifies a change in particulars within 15 days. If the company fails to notify a cessation, the departing secretary can file Form ND4. Individual secretaries report a correspondence address rather than a residential one.

The TCSP licence and AML obligations

Since 1 March 2018, Part 5A of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) has required anyone carrying on a trust or company service business in Hong Kong to hold a licence from the Registrar of Companies. Trust or company services include forming companies, acting or arranging for someone to act as a director or company secretary, providing a registered office or correspondence address, and acting as trustee of an express trust or nominee shareholder. Authorised institutions such as banks, corporations holding a Securities and Futures Commission licence, certified public accountants and solicitors are exempt because other regulators supervise them.

A licence lasts three years. The provider’s proprietor, partners or directors and its ultimate owners must pass a fit-and-proper test; changes in particulars go on Form TCSP6 within one month, and renewals on Form TCSP2 at least 60 days before expiry, with no grace period. Carrying on the business without a licence is punishable by a fine of up to HK$100,000 and six months’ imprisonment. Licence holders must also carry out customer due diligence before taking on a client: identify and verify the customer, identify beneficial owners and take reasonable steps to verify them, understand the purpose of the relationship, monitor it, and keep records for at least five years.

The main recent changes came through the Registrar’s guidelines. A revised AML/CFT guideline for licence holders took effect on 3 March 2025, adding an institutional risk assessment and practical guidance on simplified and enhanced due diligence; licence holders must appoint a compliance officer and a money laundering reporting officer. The licensing guideline was revised in May 2025, when the company re-domiciliation regime began. An unlicensed provider sits outside those checks and the Registrar’s inspections, cannot act as your significant controllers register designated representative in its own right, and if it stops trading your registers and filing history may go with it.

Checklist: confirming your company secretary arrangements

• Confirm the secretary meets section 474: an individual who ordinarily resides in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong.
• If the company has a sole director, make sure someone else is secretary, and that a corporate secretary’s sole director is not that same person.
• Search the Register of Trust or Company Service Provider Licensees on the Companies Registry’s TCSP Registry, by name or licence number, and check that the licence is current.
• If a provider says it is exempt, ask which category applies (a CPA practice or a solicitors’ firm, for example) and who supervises it.
• Check that the company’s record on the e-Services Portal shows the right secretary and that any change was filed on Form ND2A within 15 days.
• Confirm who keeps the statutory registers and the significant controllers register, and who the designated representative is: a Hong Kong-resident member, director or employee, or an accounting professional, legal professional or TCSP licence holder.
• Expect due diligence requests from your provider, such as identity and address documents for directors and beneficial owners, with periodic refreshes. A provider that asks for nothing is a warning sign.