Reinventing corporate governance: What global founders can learn from Hong Kong’s company secretary regime
Newsroom
December 10, 2025

Reinventing corporate governance: What global founders can learn from Hong Kong’s company secretary regime

Corporate governance has shifted from a procedural function into a strategic business enabler. In an era marked by rising regulatory scrutiny, cross border compliance expectations, and investor demand for transparency, founders can no longer treat governance as a back office afterthought.

Hong Kong stands out in Asia for its strong common law foundations paired with ongoing digital modernization, creating one of the region’s most rigorous yet practical governance environments. At the center of this ecosystem is the company secretary. A role once perceived as administrative has evolved into a pivotal connection point between regulatory authorities, boards, and stakeholders.

This article explores how the position has transformed, the critical lessons global founders can draw from Hong Kong’s governance model, and the wider strategic implications for long term business resilience.

The statutory backbone of Hong Kong’s governance framework

Under the Companies Ordinance (Cap. 622) every incorporated entity in Hong Kong must appoint a company secretary. The secretary is legally responsible for maintaining statutory registers, filing annual returns, and coordinating with the regulatory bodies, notably the Companies Registry (CR) and the Inland Revenue Department. This requirement establishes a designated local presence that ensures proper compliance with statutory obligations.

Recent legislative reforms have further expanded the responsibilities attached to the secretary role. In 2025, the government passed amendments that among other changes introduced a company re‑domiciliation regime, permitting non–Hong Kong incorporated companies to relocate their legal domicile to Hong Kong while retaining their legal identity.

As a result, companies that choose to re‑domicile become subject to the same obligations under the Ordinance. This creates additional compliance and administrative work, often coordinated by the company secretary.

According to the CR 2024–25 annual report<sup>(1)</sup>, incorporation of new companies reached 154,220 over the period, a 29 percent year-on-year increase. As of March 2025, there were 1,471,689 local companies on the register, a record high.

The growing number of entities amplifies the need for reliable statutory compliance infrastructure. In 2024 alone, CR recorded 145,053 newly registered local companies. The total count of local companies under the Ordinance reached 1,460,494 by the end of that year, up by 29,736 compared to 2023.

At the same time, the Registry has accelerated digitalization. About 72 percent of incorporation applications in 2024–25 were submitted through the CR’s e‑Services Portal, reflecting broad adoption of electronic filings. The shift toward paperless corporate communication and electronic recordkeeping helps streamline compliance and reduce administrative burdens.

In light of these dynamics, the company secretary’s role emerges not as a mere formality, but as foundational infrastructure for governance integrity, legal compliance, and operational resilience. Compliance is the baseline; effective governance goes far beyond legal formality.

From compliance officer to strategic governance partner

In modern Hong Kong, the company secretary has evolved into a strategic governance partner for founders and directors. The scope of the role now extends well beyond maintaining registers and filing returns. Secretaries advise on directors’ duties, conflict‑of‑interest management, corporate communication policies, board documentation, and alignment with environmental, social, and governance (ESG) considerations. This advisory dimension has become increasingly important as investors and regulators demand transparency, consistency, and ethical conduct.

Digitalization has dramatically transformed how secretaries operate. Paper‑based filings have been largely replaced by online submission portals, integrated compliance‑management systems, electronic registers, and automated compliance calendars. These modern tools reduce human error, help avoid delays, and provide real-time visibility on statutory obligations. Firms that empower company secretaries early, giving them a seat at the governance table, tend to build a culture of accountability and readiness.

For companies preparing for fundraising, mergers and acquisitions, or cross‑border expansion, having strong secretarial governance becomes a signal of maturity and reliability. In these contexts, a secretary may coordinate with legal advisors, support due diligence, manage board documentation, and ensure that governance policies align with investor and regulatory expectations.

In effect, companies that embed secretarial governance from the outset transform what might have been a cost center into a value‑creation enabler.

What global founders must understand when entering Hong Kong

For founders considering Hong Kong as a corporate base, several governance imperatives deserve close attention. First, the resident‑secretary requirement means the appointed company secretary or service firm must have a physical presence in Hong Kong. This local presence ensures fulfillment of legal obligations without delay. Failure to appoint a qualified secretary may expose the company to compliance risk.

Second, the 2025 re‑domiciliation regime provides a route for foreign entities to relocate to Hong Kong without the need to set up a new company. Once re‑domiciled, these entities become subject to the same obligations under the Companies Ordinance, including maintenance of registers, annual filings, and transparency obligations.

Third, common missteps among offshore founders include inadequate recordkeeping, delayed or missed filings, or conflating the roles of director and secretary in entities with a sole director. These errors can lead to regulatory sanctions, operational delays, or reputational damage. The Ordinance requires private companies to file annual returns within 42 days after the anniversary of incorporation. Early engagement with a qualified local secretary and a clear governance plan can avoid these pitfalls.

To minimize downstream friction, founders should integrate governance planning during the incorporation phase. Defining roles, responsibilities, and processes early creates a foundation for compliance, operational efficiency, and credibility. This approach supports long-term growth, investor readiness, and sustainability.

Strengthening regulatory trust and investor confidence

Transparent governance practices backed by professional secretarial support play a central role in reinforcing Hong Kong’s reputation as a trusted global business hub. Investors, banks, regulatory authorities, and partners increasingly view governance standards as indicators of reliability and risk management capacity.

A well governed company simplifies engagement with banks, enables smoother due diligence, and ensures compliance verification processes proceed without delays. During fundraising, M&A transactions, or investor onboarding, robust corporate governance enhances credibility. The strong increase in company registrations and related filings (over 3.1 million registration-related documents in 2024) underscores the growing complexity of compliance and the value of professional secretarial support.

These operational advantages translate into real competitive benefits. Companies with transparent governance, accurate reporting, and timely compliance are better positioned to attract capital, access financial services, and expand internationally. In an environment where regulatory transparency and corporate accountability matter more than ever, adherence to secretarial standards pays off.

A founder’s roadmap to effective secretarial partnership

Selecting a company secretary or service firm should involve strategic consideration rather than administrative convenience. Founders should ensure the secretary holds the statutory qualifications and maintains a local presence in Hong Kong so that obligations can be met timely and reliably.

Given the shift toward digital filings and electronic recordkeeping, secretarial firms with robust digital compliance infrastructure provide tangible advantages. Online governance dashboards, automated filing reminders, and integrated e‑services systems help manage evolving statutory requirements efficiently.

Equally important is the quality of the advisory approach. A proactive secretary anticipates governance challenges, advises on board best practices, disclosure policies, and regulatory compliance. This advisory orientation is far more valuable than a purely transactional service.

Founders may also adopt governance dashboards and periodic compliance audits. These enable continuous oversight, early detection of issues, and proactive remediation well before regulatory deadlines. Viewed this way, engaging a capable company secretary becomes an investment in resilience, compliance, and long‑term reputation.

Governance as a growth catalyst — the forward view

Hong Kong’s company secretary regime provides a blueprint for sustainable governance and global investor confidence. As business and investment ecosystems across Southeast Asia evolve and increasingly converge toward higher corporate standards, Hong Kong’s model may well set the benchmark.

Corporate governance today is more than compliance checklists or paper filing. It is a visible statement of integrity, transparency, and operational discipline. Companies that embed strong secretarial practices send a clear signal to regulators, investors, and stakeholders that they are prepared, reliable, and value long‑term stability. This in turn supports operational efficiency and positions firms to capitalize on growth opportunities.

For global founders, engaging a capable company secretary is a strategic decision. It builds credibility, strengthens governance, and enables access to capital and global markets with confidence. Under these conditions, a service provider such as Brilliant Group becomes not a cost center, but a partner in building enduring business value.

As governance evolves from fine print to front page, founders who treat it as fundamental to corporate identity will find themselves better positioned for sustainable growth and investor trust. We encourage business leaders to reflect on their governance foundation and consider strengthening it through a strategic partnership with a trusted secretarial firm such as Brilliant Group.

(1): https://www.cr.gov.hk/en/publications/reports/annual-report-2024-25.htm#:~:text=Company%20Registration%20Statistics,a%20gatekeeper%20for%20regulatory%20compliance.