Company Secretary Service Agreement (Hong Kong)

A Company Secretary Service Agreement in Hong Kong is a professional services contract between a licensed Trust or Company Service Provider (TCSP) and a Hong Kong company, engaging the provider to perform the statutory company secretary functions required by Section 474 of the Companies Ordinance (Cap. 622), covering the scope of retainer services, annual fees, AML/CFT customer due diligence obligations under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), confidentiality, and handover procedures on termination.

Every company incorporated in Hong Kong under the Companies Ordinance (Cap. 622) must at all times have a company secretary — a statutory officer whose particulars are recorded in the Companies Registry's public register and searchable through the e-Registry portal. Section 474(2) of Cap. 622 prohibits the sole director of a single-director company from simultaneously serving as company secretary, confirming a minimum separation of governance roles. For a private company, the company secretary may be a natural person ordinarily resident in Hong Kong or a body corporate with a registered office or place of business in Hong Kong.

The vast majority of Hong Kong private companies engage professional corporate services firms as their company secretary rather than maintaining an in-house secretarial function. Professional TCSP firms provide the full range of statutory compliance services: preparing and filing the annual return (Form NAR1) with the Companies Registry within 42 days of the company's return date, maintaining all statutory registers required under Cap. 622 (register of members, register of directors, register of company secretaries, register of charges under Section 334 of Cap. 622), preparing board meeting and general meeting minutes, filing statutory notifications for changes in company officers and registered office (using Forms ND2A, ND2B, and other prescribed forms), and coordinating business registration renewal with the Inland Revenue Department (IRD) under the Business Registration Ordinance (Cap. 310).

Since the introduction of the TCSP licensing regime under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), all persons providing company secretarial services to third-party clients on a professional basis in Hong Kong must hold a TCSP licence issued by the Companies Registry. TCSP licensees are subject to ongoing AML/CFT obligations: they must conduct customer due diligence (CDD) on all clients and their beneficial owners before providing services, maintain CDD records for a minimum of six years, monitor client transactions for suspicious activity, and report suspicious transactions to the Joint Financial Intelligence Unit (JFIU) under Section 25A of the Organised and Serious Crimes Ordinance (Cap. 455). The Company Secretary Service Agreement must incorporate these obligations — including the client's duty to provide CDD documents and update the provider when beneficial ownership changes.

Section 645 of Cap. 622 requires any change of company secretary to be notified to the Companies Registry within 15 days of the appointment or change using Form ND2A (for an individual secretary) or Form ND2B (for a body corporate secretary). Late notification is a criminal offence. The Company Secretary Service Agreement should expressly allocate responsibility for filing these notifications between the provider and the client company, and confirm the provider's obligation to file a departure notification when the agreement terminates.

The Hong Kong Chartered Governance Institute (HKCGI, formerly the Hong Kong Institute of Chartered Secretaries) is the principal professional body for company secretaries in Hong Kong. HKCGI membership — Chartered Secretary (HKCS) or Chartered Governance Professional (CGP) — is widely recognised as the leading qualification for company secretarial practitioners. For companies listed on The Stock Exchange of Hong Kong Limited (SEHK), the company secretary must satisfy the qualifications and experience requirements in the HKEX Listing Rules, and the appointment must be disclosed in the annual report. Related documents used alongside a Company Secretary Service Agreement include a Company Secretary Appointment, Non-Disclosure Agreement, and Employment Contract for in-house secretarial staff.

A Company Secretary Service Agreement in Hong Kong is required whenever a company engages a professional TCSP firm to provide company secretarial services — at incorporation, when changing service providers, or when outsourcing previously internal secretarial functions.

A newly incorporated Hong Kong private company whose founders do not have a suitable person to serve as internal company secretary — the situation for virtually all small and medium-sized private companies — should enter into a Company Secretary Service Agreement with a licensed TCSP firm at or before the time of incorporation. The company secretary's details must be recorded in the Companies Registry's incorporation form (Form NNC1) and in the company's statutory register from the first day of the company's existence.

A foreign multinational establishing a Hong Kong subsidiary requires a Company Secretary Service Agreement with a local TCSP from the date of incorporation. Parent company legal and compliance teams typically require a formal agreement documenting the scope of services, the provider's TCSP licence number under Cap. 615, the AML/CFT CDD procedures, and the liability framework before approving the outsourcing arrangement.

A company replacing its existing company secretary — whether due to service quality issues, fee increases, corporate restructuring, or a change in the principal's advisory relationships — must execute a new Company Secretary Service Agreement with the incoming firm, file Form ND2A or ND2B with the Companies Registry within 15 days under Section 645 of Cap. 622, and arrange for the orderly handover of all statutory registers, corporate documents, share certificates, and correspondence files from the outgoing provider. The Companies Registry's register must be updated before the change is legally effective.

A company preparing for an investment round, HKEX listing, or acquisition due diligence must confirm its company secretarial records are in order — annual returns filed on time, statutory registers complete and accurate, board minutes properly prepared and maintained. Companies with secretarial deficiencies frequently engage a professional TCSP to regularise their records as part of pre-transaction preparation, formalising the engagement through a Company Secretary Service Agreement.

A company that has been operating with an internal employee serving as company secretary and wishes to outsource this function — for reasons of cost efficiency, professional expertise, or the employee's departure — should enter into a Company Secretary Service Agreement to formalise the outsourcing and confirm continuous compliance with Section 474 of Cap. 622 throughout the transition.

A Hong Kong Company Secretary Service Agreement must include the following key elements to clearly define the parties' obligations, reflect the TCSP licensing regime under Cap. 615, and protect both the service provider and the client company.

Party identification states the full legal name and Companies Registry number of the client company, and the full legal name, Business Registration Number under the Business Registration Ordinance (Cap. 310), and TCSP licence number under Cap. 615 of the service provider. The TCSP licence number confirms the provider's authorisation by the Companies Registry to provide company secretarial services on a professional basis.

Scope of retainer services precisely defines which services are included in the annual retainer fee. Standard retainer services typically include: annual return (Form NAR1) preparation and filing within 42 days of the company's return date; maintenance of all statutory registers required under Cap. 622 (register of members, register of directors, register of company secretaries, register of charges, and register of debenture holders); provision of a registered office address in Hong Kong for statutory correspondence under section 658 of Cap. 622; preparation of minutes for a specified number of board meetings per year; filing of routine statutory notifications (changes in directors, company secretary, registered office) using prescribed forms; and annual business registration renewal coordination with the Inland Revenue Department (IRD). Supplementary services charged in addition to the retainer — EGM convening, special resolutions, share allotments, director appointment filings, corporate restructuring support — should be listed with a detailed fee schedule.

Retainer fee and payment terms state the annual retainer amount in HKD, billing cycle (typically annual in advance), payment due date, the mechanism for annual fee reviews with advance notice, and the consequences of non-payment including suspension of services.

AML/CFT and customer due diligence clause reflects the provider's obligations as a licensed TCSP under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). The client must agree to provide certified identification documents for all directors and beneficial owners, proof of business address, corporate constitutional documents, source of funds information, and any further information requested by the provider. The client must update the provider promptly on changes in beneficial ownership or corporate structure. The provider's right to suspend or terminate services if CDD requirements remain unsatisfied — and the provider's obligation to file a suspicious transaction report with the JFIU in appropriate circumstances — must be expressly addressed.

Handover on termination is critical for protecting the client. On termination (whether by either party giving notice or for cause), the provider must deliver all original statutory registers, corporate documents (Certificate of Incorporation, articles of association, share certificates), company seal, correspondence files, and electronic records to the incoming company secretary within a specified period (typically 30 days). The provider must file Form ND2A or ND2B with the Companies Registry to remove their name as company secretary and must cooperate with the incoming provider's CDD and due diligence requirements.

Confidentiality obligations require the provider to maintain strict confidentiality over all company information — board decisions, shareholder records, financial filings, corporate actions — during and after the term of the agreement. The obligation must survive termination for the duration of the provider's CDD record-keeping obligation under Cap. 615 (minimum six years after the end of the business relationship).

Liability and indemnity appropriately caps the provider's aggregate liability (typically at one year's retainer fee), excludes indirect and consequential losses, and requires the client to indemnify the provider against claims arising from the client's instructions, misrepresentations, or failure to provide accurate information to the provider or the Companies Registry.

Governing law confirms Hong Kong SAR law applies. Forms-legal.com provides this Company Secretary Service Agreement alongside a Company Secretary Appointment, Non-Disclosure Agreement, and Anti-Money Laundering Policy template to support thorough Hong Kong corporate compliance documentation.