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Corporate Secretarial & Governance

Corporate governance in Hong Kong is primarily governed by the Companies Ordinance (Cap. 622) and supported by regulatory requirements imposed by the Companies Registry, Inland Revenue Department and other authorities. While listed companies follow the HKEX Corporate Governance Code, private companies and SMEs are equally subject to statutory obligations relating to directors’ duties, corporate record maintenance, and proper decision-making processes.

CW CPA provides corporate secretarial & governance services in Hong Kong to support businesses in meeting their corporate governance and statutory compliance obligations. As a licensed Trust or Company Service Provider (TCSP), we deliver reliable and timely corporate secretarial support in accordance with Hong Kong regulatory requirements, helping companies maintain good standing and continuity in their business operations.

 

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Our Working Approach
  • Licensed TCSP services delivered in accordance with Hong Kong Companies Ordinance and related regulatory requirements
  • Timely handling of statutory filings, corporate records and compliance deadlines to maintain good standing of companies
  • Clear and structured maintenance of statutory registers, resolutions and corporate documentation
  • Practical corporate governance support aligned with the needs of different company structures and stages of development

Our Corporate Secretarial & Governance Services

Corporate Secretarial & Governance services support statutory compliance, corporate administration, and governance framework development. These services cover company incorporation, regulatory filings, corporate documentation management, board support, governance advisory, internal control review, and outsourced internal audit. The objective is to ensure regulatory adherence, structured corporate oversight, and effective governance throughout the corporate lifecycle.

Company Incorporation & Structuring

  • Incorporation of Hong Kong private limited companies in accordance with the Companies Ordinance.
  • Company name availability search and reservation with the Companies Registry.
  • Drafting and adoption of Articles of Association tailored to business needs.
  • Appointment and documentation of directors and company secretary.
  • Establishment of statutory registers and implementation of compliance calendar.
  • Structuring of share capital and preparation of initial allotment documentation.

Company Deregistration & Winding Up Support

  • Assess whether the company meets statutory conditions for deregistration, including cessation of business, absence of outstanding liabilities, and shareholder consent requirements.
  • Prepare the necessary application forms and supporting documentation for submission to the Companies Registry in accordance with statutory procedures.
  • Coordinate with relevant authorities to address procedural queries and monitor the progress of the deregistration process.
  • Assist in liaising with the Inland Revenue Department to obtain tax clearance confirmation prior to deregistration approval.
  • Draft written shareholder resolutions approving deregistration and document the formal cessation decision in accordance with corporate governance requirements.

Statutory Filings & Regulatory Compliance

  • Preparation and filing of Annual Returns (NAR1) within statutory deadlines.
  • Filing of changes in directors, shareholders, company secretary, or registered office.
  • Maintenance and updating of the Significant Controllers Register (SCR).
  • Business Registration renewal and monitoring of statutory compliance deadlines.
  • Preparation and submission of required forms to the Companies Registry.

Corporate Documentation & Record Maintenance

  • Maintenance of statutory registers, minute books, and corporate records.
  • Drafting of board and shareholder resolutions for corporate actions.
  • Updating corporate documentation following share transfers or structural changes.
  • Certification of corporate documents for regulatory or banking purposes.

Corporate Banking Opening Liaison

  • Assistance with corporate bank account opening for Hong Kong companies.
  • Preparation of board resolutions and certified documents required by banks.
  • Compilation of KYC and due diligence documentation for financial institutions.
  • Liaison with banks during onboarding and authorised signatory updates.

Intellectual Property Registration Support

  • Conducting trademark availability searches in Hong Kong.
  • Advising on appropriate trademark classes based on business activities.
  • Preparation and filing of trademark applications with the Intellectual Property Department.
  • Monitoring examination progress and coordinating responses to official queries.
  • Support for trademark renewal and record updates.

Shareholder Governance Administration

  • Planning and documentation support for AGM and EGM meetings.
  • Preparation of shareholder notices, proxy forms, and meeting minutes.
  • Drafting of written shareholder resolutions (ordinary and special).
  • Documentation of share allotments, transfers, and dividend approvals.
  • Maintenance of shareholder records and resolution archives.

Board Meeting & Documentation Support

  • Preparation of structured board meeting agendas and supporting documents.
  • Drafting of accurate and compliant board minutes.
  • Recording of key decisions and follow-up action items.
  • Maintenance of organised board documentation for governance transparency.

Director Duties & Compliance Advisory

  • Advisory on directors’ fiduciary duties under the Hong Kong Companies Ordinance.
  • Guidance on disclosure of interests and conflict management procedures.
  • Documentation support for related-party transactions and approvals.
  • Governance briefings for directors and senior management.

Governance Structure Support

  • Development of delegation of authority (DOA) matrices.
  • Drafting of reserved matters schedules distinguishing board and management roles.
  • Clarification of reporting lines and accountability structures.
  • Establishment of practical governance frameworks for growing businesse

Governance Health Check

  • Review of statutory compliance status and corporate documentation completeness.
  • Assessment of board processes and governance structure effectiveness.
  • Identification of governance gaps and compliance risks.
  • Recommendations for strengthening documentation and governance discipline.

Internal Control & Risk Review

  • Evaluation of internal controls over financial and operational processes.
  • Identification of control weaknesses and practical remediation advice.
  • Review of compliance processes and risk exposure areas.
  • Fraud risk assessment and control enhancement recommendations.

Internal Audit (Outsourced)

  • Development of risk-based internal audit plans tailored to business operations.
  • Testing of key financial and operational controls.
  • Operational and compliance audits to assess control effectiveness.
  • Reporting findings and improvement recommendations to management or board.
  • Follow-up reviews to monitor implementation of corrective actions.

Governance Policy Development

  • Drafting of internal governance policies such as codes of conduct and approval policies.
  • Development of compliance checklists and governance monitoring tools.
  • Documentation of governance standards and internal control procedures.
  • Advisory on strengthening governance processes as the organisation grows.