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Can the sole director of a Hong Kong private company also be its company secretary?

3 hours ago
1 min read

The sole director of a Hong Kong local private company cannot also serve as its company secretary. Section 475 of the Companies Ordinance also rules out appointing a corporate secretary whose only director is the same person as the private company's sole director.

Check the director count separately from share ownership

A “one-person company” may have one shareholder, one director, or both. The restriction turns on the number of directors. If you own every share and are the sole director, arrange an eligible secretary separately. A private company must have at least one director who is an individual. The Companies Registry says directors do not have to be Hong Kong residents. Company secretaries are subject to separate location requirements.

Check the proposed secretary before filing

An individual secretary must ordinarily reside in Hong Kong. A corporate secretary must have a registered office or place of business in Hong Kong. If the applicant and provider are connected, check both companies' director records to make sure the sole-director restriction does not apply.

Before filing, confirm the proposed secretary's legal name and address. If a provider offers to arrange the appointment, ask which person or entity will be named, who will handle notices and whether the quote includes a registered office, mail forwarding or the annual return. Check the new company's registered office separately, especially when the secretary provider offers several address options.

For the incorporation process and service scope, see Hong Kong company registration.

 
 
 

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