Can Hong Kong Companies Delegate the Company Secretary Role to Employees? In-Depth Analysis and Practical Recommendations

Can Hong Kong Company Employees Serve as Company Secretaries? In-depth Interpretation and Practical Recommendations

In the commercial environment of Hong Kong, the role of company secretary is indispensable. According to the Companies Ordinance Chapter 622, every company registered in Hong Kong must appoint a company secretary. The main responsibilities of this role include assisting the company in complying with relevant laws and regulations, handling communication between shareholders and directors, and ensuring proper maintenance of corporate documents. However, many business owners and managers often feel confused about whether internal employees can serve as company secretaries. This article will provide an in-depth interpretation from legal, practical operation, and practical recommendations perspectives.

Firstly, from a legal standpoint, the Companies Ordinance does not explicitly prohibit internal employees from serving as company secretaries. As long as the employee possesses the necessary professional capabilities and can fulfill the duties of a company secretary, they can assume this position. According to the guidelines issued by the Hong Kong Companies Registry, a company secretary needs certain professional knowledge, such as familiarity with corporate law and understanding of the operations of general meetings and board meetings. If the internal employee of the company meets these requirements, they can fully handle the work of a company secretary.

However, despite the lack of legal barriers, some potential risks should still be noted in practice. For example, a company secretary needs to maintain independence and objectivity to play a supervisory role in corporate governance. If the company secretary is an internal employee, it may affect their performance due to conflicts of interest or lack of independence. A company secretary needs to handle large amounts of legal documents and technical work, which may exceed the capacity of ordinary employees. When deciding whether to let internal employees serve as company secretaries, companies should thoroughly assess the employees' professional capabilities and workload.

Recently, the management disputes caused by internal employees serving as company secretaries at a large multinational company in Hong Kong became a focus of public attention. According to media reports, after a financial manager of the company was appointed as the company secretary, due to insufficient familiarity with corporate governance rules, some errors occurred when handling shareholder meeting records. Although these issues were eventually corrected, the incident sparked public attention on the internal governance of enterprises. This case reminds us that even if the law allows internal employees to serve as company secretaries, enterprises still need to proceed with caution and ensure that relevant personnel have sufficient professional qualities.

Then, how should enterprises choose company secretaries in actual operations? First, enterprises should prioritize hiring professional third-party organizations to serve as company secretaries. These institutions usually have rich experience and complete systems, providing high-quality services for enterprises. Secondly, if the enterprise decides to let internal employees take on this role, it should provide them with specialized training to help them acquire the necessary knowledge and skills. At the same time, enterprises should establish corresponding supervision mechanisms to regularly review the performance of the company secretary to ensure their responsibility.

In summary, whether Hong Kong company employees can serve as company secretaries depends on whether they possess the necessary professional capabilities and can maintain independence. When making decisions, enterprises must follow legal regulations while considering risk prevention in practical operations. Through reasonable planning and effective management, enterprises can not only reduce operating costs but also enhance overall management levels. It is hoped that the analysis and recommendations in this article can provide useful references for enterprises in dealing with this issue.