{"id":93,"date":"2026-09-30T08:07:06","date_gmt":"2026-09-30T08:07:06","guid":{"rendered":"https:\/\/vivosgroup.com\/hk\/insights\/hong-kong-company-secretary-requirements\/"},"modified":"2026-10-05T08:13:11","modified_gmt":"2026-10-05T08:13:11","slug":"hong-kong-company-secretary-requirements","status":"publish","type":"post","link":"https:\/\/vivosgroup.com\/hk\/insights\/hong-kong-company-secretary-requirements\/","title":{"rendered":"Company Secretary Requirements in Hong Kong: Who Qualifies and Why the TCSP Licence Matters"},"content":{"rendered":"\n
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Insights \u00b7 Hong Kong Corporate Secretarial<\/p>\n\n\n\n

Company Secretary Requirements in Hong Kong: Who Qualifies and Why the TCSP Licence Matters<\/h1>\n\n\n\n

Every Hong Kong company must have a company secretary under section 474 of the Companies Ordinance (Cap. 622). For a private company, the secretary must be an individual who ordinarily resides in Hong Kong or a body corporate with its registered office or a place of business in Hong Kong, and a sole director cannot also be secretary. Appointments and cessations go on Form ND2A within 15 days. Anyone providing secretarial services as a business needs a TCSP licence from the Registrar of Companies unless exempt.<\/p>\n\n\n\n

For directors of Hong Kong companies, especially overseas owners, this guide covers who can legally act as secretary, what the role involves, how to report changes, and how to check that a secretarial provider holds a valid licence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance.<\/p>\n<\/div>\n\n\n\n

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Requirement<\/th>Rule at 30 September 2026<\/th><\/tr>
Legal basis<\/td>Companies Ordinance (Cap. 622), section 474: every company must have a secretary<\/td><\/tr>
Individual secretary<\/td>Must ordinarily reside in Hong Kong<\/td><\/tr>
Corporate secretary<\/td>Must have its registered office or a place of business in Hong Kong<\/td><\/tr>
Sole director<\/td>Cannot also act as secretary (section 475)<\/td><\/tr>
Reporting changes<\/td>Form ND2A (appointment or cessation) and Form ND2B (particulars), each within 15 days<\/td><\/tr>
TCSP licence<\/td>Required to provide company secretary services as a business (Cap. 615, Part 5A), since 1 March 2018<\/td><\/tr>
Licence term<\/td>3 years; renewal lodged at least 60 days before expiry<\/td><\/tr>
Unlicensed TCSP business<\/td>Offence: fine up to HK$100,000 and 6 months\u2019 imprisonment<\/td><\/tr><\/tbody><\/table><\/figure>\n<\/div>\n\n\n\n
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Who can act as company secretary<\/h2>\n\n\n\n

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.<\/p>\n\n\n\n

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\u2019s 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.<\/p>\n\n\n\n

In practice the secretary keeps the company\u2019s 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.<\/p>\n<\/div>\n\n\n\n

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The TCSP licence and AML obligations<\/h2>\n\n\n\n

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.<\/p>\n\n\n\n

A licence lasts three years. The provider\u2019s 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\u2019 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.<\/p>\n\n\n\n

The main recent changes came through the Registrar\u2019s 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\u2019s 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.<\/p>\n<\/div>\n\n\n\n

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Checklist: confirming your company secretary arrangements<\/h2>\n\n\n\n