With a series of updates to Hong Kong private limited company regulations—including changes to the Companies Ordinance, the Anti-Money Laundering Ordinance, the Unique Business Identifier, and Companies Registry form updates—Hong Kong company secretary services have become even more important. As Hong Kong is an international hub for business and investment, it naturally attracts many overseas entrepreneurs and business owners to invest and operate here. One of the requirements for registering a Hong Kong company is the appointment of a company secretary.
But what is a company secretary licence? And what is TCSP? General Accounting provides a detailed explanation of company secretary licensing, qualifications, legal liabilities, duties, and requirements, as well as the scope and fees of company secretary services—helping you understand TCSP licence requirements and renewal details.
What is a TCSP licence?
A TCSP licence, also known as a “Trust or Company Service Provider Licence”, has been in force since March 1, 2018. Under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (1), any person or company conducting a trust or company service business in Hong Kong must apply for a TCSP licence (2). Licensees are regulated under the licensing regime and are supervised by the Companies Registry, and the licence must be renewed every three years.
Why is a company secretary licence important?
Because a company secretary licence operates under a licensing regime and is regulated by the Companies Registry, it cannot be obtained simply by applying. A company secretarial firm must have its own anti-money laundering programme and appoint a compliance officer and a money laundering reporting officer, among other measures, before it can obtain a TCSP licence from the Companies Registry.
In addition, the responsible persons and staff of a secretarial firm must be familiar with AML practices and ensure that the client’s company secretarial services are lawful and compliant. Therefore, before engaging a company secretary, you must verify whether the secretarial firm holds a TCSP licence. You may visit the website of the Registry for Trust and Company Service Providers under the Hong Kong Companies Registry: www.tcsp.cr.gov.hk, and click to view the “Register of Trust or Company Service Licensees”.
Company Secretary Duties
A Hong Kong private limited company must appoint a company secretary. In addition to being a statutory requirement, a limited company needs a professional individual or firm to oversee its governance and operations. Common company secretary duties include:
- Corporate governance: Be familiar with the Companies Ordinance and keep up with the latest updates and amendments
- Maintain statutory registers: Keep and update registers of directors, company secretaries, shareholders, share transfers, etc.
- Maintain the Significant Controllers Register (SCR): Ensure the SCR information is accurate and update it as needed
- File the Annual Return: Assist the company in submitting the NAR1 form before the deadline each year
- Prepare shareholder meeting minutes: Arrange the AGM as required by law and keep meeting minutes
- Arrange director/shareholder meetings: Arrange director/shareholder meetings in accordance with the Articles of Association and keep meeting minutes
- File Companies Registry forms: Submit CR forms such as ND2A, ND2B, NSC1, ND4, or NR1
- Update Business Registration Certificate details: Change the BR business nature or transfer the registered office address
- Apply for or renew the Business Registration Certificate: Assist with BR application and renew the BR before the deadline each year
- Deregister a limited company: Prepare closure documents and follow up on the deregistration process
- Register a Hong Kong company: Prepare incorporation documents and follow up on the incorporation process
- Share transfer stamping: Stamp instruments of transfer and buyers’/sellers’ contract notes
Further reading: Business Registration Certificate Guide | Company Transfer Process
Company Secretary Qualifications
If a limited company acts as the company secretary, it must be a licensed trust or company service provider, i.e. hold a TCSP licence.
If an individual acts as the company secretary, the person must ordinarily reside in Hong Kong and have a registered address in Hong Kong.
Most importantly, whether an individual or a company, they must be familiar with the Companies Ordinance and the latest regulatory amendments, and at a minimum be able to handle the company secretary duties mentioned above, for example:
Which department should be notified when changing the company’s registered office address?
Which form should be filed?
Is it necessary to arrange a director/shareholder meeting?
A professional secretarial firm should handle all company secretarial matters properly—only then is it a qualified company secretary.
Further reading: [Annual Return Penalties] Why does late filing of NAR1 lead to court? 10 common mistakes and the correct way to complete the form
Company Secretary Legal Liabilities
As a company secretary, you must ensure the company complies with Hong Kong laws and regulations. Failure to perform duties may result in consequences such as legal action and fines.
- Holding a company secretary licence: The secretarial firm must ensure it holds a valid Trust or Company Service Provider licence. Providing company secretary services without a TCSP licence is illegal. Upon conviction, an offender may be fined HK$100,000 and imprisoned for 6 months (2).
- Compliance with the TCSP code: Comply with the licensing guidelines for Trust or Company Service Providers and the Anti-Money Laundering Ordinance
- Confidentiality and integrity: A company secretary must maintain a high level of confidentiality and integrity, safeguard the company’s confidential information, and comply with professional ethics and industry standards.
- Ensure legal and regulatory compliance: The company secretary is responsible for ensuring the company complies with laws and regulations, avoiding illegal conduct and legal risks, and helping protect the company’s reputation and interests.
TCSP Licence Application Requirements
To help you better understand the importance of a company secretary licence, you may refer to the TCSP licence application requirements below to see the level of professionalism involved:
- Complete the TCSP licence application form TCSP4 (individual) or TCSP5 (company), together with the relevant forms TCSP1, TCSP2, or TCSP3
- Appoint a compliance officer and a money laundering reporting officer
- Establish the company’s anti-money laundering and counter-terrorist financing policies, procedures, and controls, collectively known as “AML/CTF systems”
- AML/CTF system policy scope includes:
- Customer due diligence: Establish the company’s CDD and KYC for customers
- Assess customer risk: Establish company guidelines to assess the likelihood of money laundering and manage risks
- Ongoing monitoring of customers (SAFE): Ensure customers have no suspicious transactions
- Report suspicious transactions: Report suspicious transactions to the Financial Intelligence Unit
- Record keeping: Retain customer transaction documents for at least 5 years
- Audit internal operations: Engage an independent third party to audit the company’s AML process and measures
- Monitor and manage policies: Monitor compliance with procedures and controls, and internal communication channels
- Staff training: Provide AML training based on staff roles to help identify suspicious transactions
- Staff screening: Ensure staff are not listed on international or local sanctions lists
TCSP Licence Renewal Notes
A company secretary licence generally has a validity period of only 3 years. The Companies Registry will continuously monitor TCSP licensees and conduct inspections to determine whether the secretarial firm complies with the “AML/CTF systems”, including:
- Compliance of the customer due diligence system
- Whether records are complete
- Methods for ongoing customer monitoring and what software is used to support monitoring functions.
- Records of suspicious transaction reports
- Audit reports on the company’s AML process and measures
- Staff training records and screening procedures
Frequently Asked Questions
Q: Is there a term requirement for a company secretary?
A: There is no term requirement for a Hong Kong company secretary, but you should clearly understand the service fees and service period of the secretarial firm.
Q: Can a Hong Kong company secretary be changed?
A: Yes. The company has the right to change its company secretary at any time. The ND2A form must be filed within 14 days.
Q: Is a Hong Kong company secretary the same as the boss’s secretary?
A: No. A Hong Kong company secretary is not the boss’s secretary. In Hong Kong, a "company secretary" is not a secretary in the everyday sense, but a statutory position required for a limited company. The company secretary’s responsibility is to ensure the limited company and its operations comply with all statutory legal and regulatory requirements under the Companies Ordinance.
Under Hong Kong’s current company law, a limited company appoints a Hong Kong individual or a Hong Kong limited company to act as the local statutory point of contact. Therefore, the company secretary plays a highly important role in the company’s development direction and administrative management.
Q: What role does a company secretary play in a Hong Kong private limited company?
A: In a Hong Kong private limited company, the company secretary’s duties are to assist the company in meeting statutory requirements, ensure daily operations comply with company laws and regulations, and prepare and keep minutes of directors’ and shareholders’ meetings, ensuring compliance with relevant Hong Kong regulations. When the board makes decisions, the Hong Kong company secretary also provides advice on the legality of the matters discussed and on compliance with the Articles of Association. In some cases, the company secretary also participates in the company’s accounting and financial matters.
Q: Can the company secretary and director be the same person? Why?
A: If the director is not the company’s sole director, they may also act as the company secretary. Please note that the company secretary must be a Hong Kong resident, or a local limited company with a registered office in Hong Kong, and must hold a Hong Kong Trust or Company Service Provider licence (TCSP). Under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), it is an offence for any person to operate a trust or company service business in Hong Kong without a licence. We recommend working with experienced individuals or a professional company secretarial firm to avoid legal risks and penalties.
Conclusion
The above covers the requirements and renewal notes for a company secretary licence (TCSP licence), including the scope of Hong Kong company secretary functions, company secretary licensing qualifications, and legal liabilities. If entrepreneurs are not familiar with company secretary requirements, it is recommended to appoint a secretarial firm holding a valid TCSP licence to act as the company secretary, assist the company in fulfilling legal obligations, managing administration, and ensuring compliance.
Further reading:
Sources
1. Anti-Money Laundering and Counter-Terrorist Financing Ordinance
https://www.elegislation.gov.hk/hk/cap615!zh-Hant-HK
2. Guideline on Licensing for Trust or Company Service Providers
https://www.tcsp.cr.gov.hk/tcspls/portal/guide/59/chi-t/TCSP_G1_revised_Oct2022-c.pdf.pdf
