Company Secretary
- Acting as the Company Secretary
The Company Secretary is an officer of the Company, in addition to the director and manager of the Company. Every Limited Liability Company incorporated in Hong Kong must have at least one Company Secretary. The Company Secretary can be either an individual who ordinarily resides in Hong Kong or a body corporate that has its registered office or a place of business in Hong Kong. The main duties of the Company Secretary are to act as an advisor of the Board of Directors on corporate governance and compliance matters and to ensure compliance with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).
- Allotment of shares
The Hong Kong Companies Ordinance requires that at the time of incorporation, a minimum of one share must be issued and allotted to its founder (initial member). A company could then increase its capital by allotting shares to its existing or potential shareholders as it considers appropriate.
Our service for handling the allotment of shares for a Hong Kong private company covers the reviewing of Articles of Association to make sure that the intended allotment complies with the requirements of the Articles of Association, filing of allotment documents with the Companies Registry, updating the register of members and also issuing of new share certificate to the shareholder(s).
- Alteration of the Articles of Association
Subject to the provisions of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may alter its articles of association by either ordinary or special resolution. The company must deliver to the Registrar a notice of the alteration and a copy of the altered articles within 15 days after the date on which an alteration takes effect.
- Change of company’s name
According to the provisions of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may change name by special resolution. The company must deliver to the Registrar for registration a notice in the specified form of the change of company name. The change of name has effect from the date on which the certificate of change of name is issued.
- Dormant status application
Subject to the provisions of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may apply for the dormant status by passing a special resolution. A Dormant Company is not required to file the Annual Return and cannot enter an accounting transaction.
- Increasing authorized share capital
In order to increase the authorized share capital a company may:
- Increase its share capital by allotting and issuing new shares;
- Increase its share capital without allotting and issuing new shares, if the funds or other assets for the increase are provided by the members of the company;
- Capitalize its profits, with or without allotting and issuing new shares;
- Allot and issue bonus shares with or without increasing its share capital.
- Preparation and safekeeping of minutes and board resolutions and other Company Records
Resolutions are of two kinds: special and ordinary. The type of resolution required to be passed for the company to make a decision depends upon the requirements of the ordinance and the company’s articles.
- Issuance of Certificates
We can assist our clients in obtaining the certificate and the reports they need from any Company register.
The cost and the time vary depending on the jurisdiction and the document requested.