Q：
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What is a Company Secretary in Hong Kong?
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A：
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According to Section 474(1) of Companies Ordinance Cap. 622 (“Companies Ordinance”), a company must have a company secretary. With effect from the date of incorporation of a company, the first company secretary of the company is the person or corporation named as the company secretary in the incorporation form delivered to the Registrar under section 67(1). A company secretary’s main responsibility is to provide assistance and advise to let the operators of the company to ensure that the company and its operation are fully compliant with the relevant business laws and regulations in especially with the Companies Ordinance. Other job duties include of handling and updating statutory record, arranging board and general meetings, preparing, and filing of Annual Return etc.
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Q：
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What’re the requirements of being a Company Secretary?
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A：
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According to Section 474(4) of Companies Ordinance, if a natural person, a company secretary must ordinarily reside in Hong Kong; If a body corporate, a company secretary must have its registered office or a place of business in Hong Kong. It is necessary to apply for a licence of Trust or Company Service Providers to provide one or more corporate services to others as a business in Hong Kong, for example, forming corporations, acting as a secretary of a corporation, providing registered office address for a corporation etc.
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Q：
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What is Designated Representative?
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A：
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According to Section 653ZC(1) of Companies Ordinance, a company must designate at least one person as its representative to provide the following assistance relating to the significant controllers register of the company:
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assistance to an officer of the Companies Registry to facilitate ascertaining whether the Division about significant controllers register is or has been complied with;
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assistance to any other law enforcement officer to facilitate the officer’s performance under the law of Hong Kong of a specified function.
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Q：
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What’re the requirements of being a Designated Representative?
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A：
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According to Section 653ZC(2) of Companies Ordinance, a designated representative must fulfil one of the following descriptions:
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the person is a natural person resident in Hong Kong, and he/she is a director, employee or member of the company; or
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the person is an accounting professional, a legal professional, or a TCSP licensee, as defined by section 1 of Part 2 of Schedule 1 to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).
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Q：
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Can company secretary and designated representative be the same person?
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A：
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Yes, company secretary and designated representative can be the same natural person or same body corporate.
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