What is a Company Secretary Register?

A company secretary register is a key governance document mandated by Hong Kong company law to record detailed information about the company secretary or joint company secretaries. According to Section 648 of the Hong Kong Companies Ordinance, each company must maintain a company secretary register and keep it at a specified location, making it accessible to company members, regulatory bodies, and other authorized parties. The company secretary holds a vital role within the organization, handling responsibilities such as managing board meetings, ensuring compliance with regulations, and submitting statutory filings. All these duties must be accurately documented and preserved in the company secretary register. Establishing and managing the company secretary register in compliance with the law is not only a legal requirement but also enhances the company’s transparency and credibility, supporting its reputation in the industry.

The Importance of a Company Secretary Register

Establishing and maintaining a company secretary register provides several essential benefits for a company, including:

• Compliance with Regulations and Avoidance of Legal Risks
  • The Hong Kong Companies Ordinance mandates that companies maintain a company secretary register and update it promptly if the secretary’s information changes.
  • Non-compliance with these regulations may result in penalties and could impact the company’s reputation.
  • Proper storage and management of the register are critical to the company’s compliance efforts, helping to avoid legal consequences.
• Ensuring Accuracy of Company Secretary Information
  • The company secretary plays a key role in corporate governance, managing compliance, regulatory filings, and internal records.
  • The register ensures that critical information—such as the secretary’s name, ID number, and contact address—is accurately documented and updated as needed.
  • Keeping the information up-to-date prevents errors or omissions that could affect compliance.
• Enhancing Transparency and Credibility
  • The company secretary register provides an accessible reference for company members and potential investors to better understand the company’s governance structure and compliance status.
  • The transparency of the register not only builds the company’s credibility within the industry but also helps create a positive corporate image.
  • A well-maintained register strengthens stakeholder confidence and trust in the company.

What Information is Included in a Company Secretary Register?

The company secretary register must include comprehensive information about the current company secretary or joint company secretaries, specifically:

• Individual as Company Secretary:
  • Full Name and Surname: Including any former names (if applicable) and aliases to ensure accuracy and completeness.
  • Correspondence Address: Must be a physical address in Hong Kong; PO boxes are not permitted to maintain validity.
  • ID or Passport Number: Including the issuing country. If the company secretary is not a Hong Kong resident, passport details may be recorded.
• Corporate Entity as Company Secretary:
  • Entity Name: If the company secretary is a corporate entity, its official name must be documented.
  • Registered Office or Principal Place of Business Address: This should be the corporate entity’s official registered address to ensure effective communication.
• Joint Company Secretary (if a Partnership):
  • Partnership Name and Principal Place of Business: If the company secretary is a partnership, only the partnership’s name and main business address need to be recorded, with no requirement to document each partner’s details.

A detailed and regularly updated company secretary register aids internal management and provides a valuable reference for company members, regulatory authorities, and other authorized individuals.

Company Secretary Register Sample

When preparing a company secretary register, companies should ensure compliance with the requirements of the Hong Kong Companies Ordinance. Below is a sample template for a company secretary register, provided as a reference to assist companies in accurately completing the document. This sample is for illustration purposes only, and companies should fill in details based on their actual circumstances and update it regularly to comply with the latest legal requirements.

The sample template for a company secretary register helps ensure the accuracy and compliance of company information. Companies can fill in the detailed information according to their actual circumstances and keep the register updated regularly.

When is a Company Secretary Register Needed?

The establishment and updating of a company secretary register should be completed in the following situations:

• Upon Company Formation: When a new company is registered, it must appoint at least one company secretary and record their information in the register.
• When There is a Change in Company Secretary: If the company secretary resigns, a new one is appointed, or if there is a change in the details of a joint secretary or partnership firm acting as a joint secretary, the register must be updated within 15 days of the change, and the Companies Registry must be notified.
• When Members or Regulatory Bodies Request to Inspect: Company members can inspect the company secretary register free of charge, while others may access it by paying a fee, ensuring transparency and public access to the company secretary’s information.
• For Regulatory Requirements: If regulatory authorities request to inspect or verify company secretary information, the company must ensure that the register is complete and accurate.

Storage and Management of the Company Secretary Register

The storage location and management of the company secretary register must strictly comply with the Hong Kong Companies Ordinance:

• Storage Location (Section 648(3))
  The company secretary register should be kept at the company’s registered office or another designated location. If it is stored somewhere other than the registered office, the company must notify the Companies Registry within 15 days of the initial storage in accordance with Section 648(4).
• Change of Storage Location (Section 648(5))
  If the storage location of the register changes (excluding changes to the registered office address), the company must submit a notification to the Companies Registry in the specified format within 15 days of the change to ensure the storage location information is up-to-date.
• Access Rights and Privacy Protection (Sections 649 and 651)
  Under the Companies Ordinance, company members and certain third parties have the right to access the company secretary register (Section 649). While the register provides access to essential information, the company may withhold sensitive details, such as ID or passport numbers, to protect personal privacy (Section 651).
• Routine Management (Sections 648(2) and 652)
  The company should regularly review the register’s contents to ensure accuracy. Any changes (such as the appointment, resignation, or personal information updates of the company secretary) must be promptly updated as required under Section 648(2) and notified to the Companies Registry as per Section 652. Effective routine management enhances corporate governance efficiency and ensures compliance with the latest legal requirements.

The establishment and management of a company secretary register are essential steps to ensure regulatory compliance and maintain high standards of governance. As the company grows, regularly updating and properly storing the register helps to enhance corporate transparency and reputation.