Quick Answer: Every Hong Kong company must have a company secretary, and if you pay a firm to do it that firm needs a TCSP licence. Here is what the role covers, what it costs in 2026 including the government fees, and the steps to switch provider without missing a filing.
A Hong Kong company cannot exist without a company secretary: section 474 of the Companies Ordinance requires one, and the Companies Registry will not incorporate a company without naming one. In practice most small companies pay a corporate services firm HK$3,000 to HK$8,000 a year to hold the role and the registered office, and since 2018 that firm must hold a Trust or Company Service Provider licence. This guide explains the duties, the 2026 fees including the government charges, and how to switch provider cleanly. Providers are listed under corporate services on Portal Hong Kong; many CPA firms offer the service too.
Who can be the company secretary?
For a private company: an individual who is ordinarily resident in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong. A company with only one director cannot appoint that director as secretary, and a corporate secretary cannot be a company whose sole director is the sole director of the client. Public companies need a secretary with professional qualifications, typically a chartered secretary or solicitor. Anyone providing the service as a business, corporate services firms, CPA firms, law firms, needs a TCSP licence from the Companies Registry under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615); the requirement took effect on 1 March 2018 and the register of licensees is public. An employee or director acting as secretary for their own company does not need a licence.
What does the role cover?
| Duty | Deadline or rule |
|---|---|
| Annual return (Form NAR1) to the Companies Registry | Within 42 days of the incorporation anniversary; fee HK$105 on time |
| Business registration certificate renewal | Annually or every three years with the Inland Revenue's Business Registration Office; HK$2,350 for one year in 2026/27 |
| Changes of director or secretary (ND2A, ND2B), registered office (NR1), share capital and allotments (NSC1), company name | Generally within 15 days of the change |
| Statutory registers: members, directors, secretaries, charges, significant controllers | Kept at the registered office and available for inspection; the significant controllers register must have a designated representative |
| Board and shareholder resolutions, AGM or written resolutions, minutes | AGM within nine months of financial year end for a private company, or a written resolution dispensing with it |
| Registered office address and receipt of official correspondence | Must be a Hong Kong address; most providers include it in the retainer |
| Liaison with auditor, bank and Inland Revenue on statutory matters | Ongoing |
The Companies Registry's annual return page sets out the 42-day rule and the escalating late fees: HK$870 if filed more than 42 days but within three months after the anniversary, HK$1,740 within six months, HK$2,610 within nine months and HK$3,480 after that, with prosecution possible on top.
What does it cost in 2026?
| Item | 2026 cost (HK$) | Notes |
|---|---|---|
| Company secretary retainer | 3,000 to 8,000 a year | Corporate services firms and small CPA firms; usually includes the registered office and annual return preparation |
| Registered office only | 1,500 to 4,000 a year | Where the secretary is in-house |
| Annual return government fee | 105 | On time; 870 to 3,480 if late |
| Business registration fee | 2,350 for one year; 6,170 for three years | 2026/27 rates: HK$2,200 registration plus HK$150 levy for one year |
| Per-filing charges | 500 to 2,000 each | Director changes, share transfers (plus stamp duty), name changes, special resolutions |
| Deregistration | 3,000 to 8,000 plus government fees | Includes the IRD notice of no objection |
The business registration figures are the rates for 1 April 2026 to 31 March 2027 in the Inland Revenue Department's own business registration fee and levy table; the government resets them each budget. Compare quotes on what is inside the retainer: some include unlimited filings and the significant controllers register maintenance, others charge for everything beyond the annual return.
How do you switch provider?
- Pick the new provider and check its TCSP licence on the Registry's register. Ask for the retainer terms in writing.
- Time it after an annual return, so the outgoing provider completes the filing it has been paid for and the incoming one has a full year before the next.
- Pass a board resolution accepting the old secretary's resignation and appointing the new one, effective the same day. If the registered office was at the old provider, resolve to move it.
- File the changes with the Companies Registry: Form ND2A for the change of secretary and Form NR1 for the registered office, within 15 days. The new provider normally does this.
- Collect the records: statutory registers, minute books, original certificate of incorporation and business registration certificate, share certificates, company chop, and the significant controllers register. Check the old provider's final invoice for hand-over charges.
- Update everyone else: bank, auditor, Inland Revenue correspondence address, and any licences that show the registered office.
A provider that resists hand-over or holds records hostage over a disputed fee can be reported to the Companies Registry as the TCSP licensing authority; keeping your own copies of every filing avoids the problem.
Should the secretary also be your accountant?
Often, for a small company: one firm for bookkeeping, company secretary and tax keeps the paperwork in one place, with a separate CPA firm for the statutory audit so the auditor is independent. Larger companies split the roles. Either way, the secretary's job is compliance, not advice; for what the audit and tax side involve, read statutory audit requirements for small companies and profits tax filing in Hong Kong 2026, and for choosing the firm, how to choose a CPA firm. Established providers on Portal Hong Kong include Tricor Hong Kong and the firms under corporate services.
Frequently asked questions
- Does every Hong Kong company need a company secretary?
- Yes. Section 474 of the Companies Ordinance requires every company to have one. For a private company the secretary must be an individual ordinarily resident in Hong Kong or a body corporate with its registered office or a place of business in Hong Kong. A sole director cannot also be the company secretary.
- What does a company secretary do?
- Keeps the statutory registers (members, directors, secretaries, charges, significant controllers), files the annual return and every change of director, secretary, registered office or share capital with the Companies Registry within the statutory deadlines, prepares board and shareholder resolutions and AGM papers, holds the registered office, and keeps the business registration certificate current.
- Does a company secretary firm need a licence?
- Yes. Since 1 March 2018 anyone carrying on a trust or company service business, which includes acting as company secretary or providing a registered office for a fee, must hold a Trust or Company Service Provider licence from the Companies Registry under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance. Check the licence on the Registry's TCSP register.
- How much does a company secretary cost in Hong Kong?
- Retainers at corporate services firms run from about HK$3,000 to HK$8,000 a year for a simple company, often bundled with a registered office address, plus government fees: the annual return fee of HK$105 if filed within 42 days of the incorporation anniversary, and the business registration fee of HK$2,350 for one year in 2026/27 (HK$2,200 plus a HK$150 levy). Changes of director, share transfers and other filings are usually charged per item.
- What happens if the annual return is late?
- The Companies Registry fee steps up from HK$105 to HK$870 if filed more than 42 days but within three months after the anniversary, then HK$1,740, HK$2,610 and HK$3,480 at later stages, and the company and every responsible person can be prosecuted. A good secretary files it in the first week.
- How do I switch company secretary?
- Appoint the new one and have the old one resign on the same day by board resolution, file the change with the Companies Registry within 15 days on Form ND2A, move the registered office if it was at the old provider's address (Form NR1), collect the statutory registers, minute books and original documents, and confirm the new provider holds a TCSP licence. Time the switch just after an annual return, not just before one.
