Named Company Secretary Listed Company

Other than possession of communication skills, coordination skills, organization skills and administrative capabilities, as prescribed pursuant to both the Listing Rules and GEM Listing Rules, listed companies must appoint as their company secretary an individual who, by virtue of his academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of company secretary. The academic or professional qualifications considered to be acceptable by the Stock Exchange include:

(a) a Member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister (as defined in the Legal Practitioners Ordinance); and
(c) a certified public accountant (as defined in the Professional Accountants Ordinance).

A named company secretary for a listed company is the individual who is formally appointed and named in the issuer's constitutional documents and regulatory filings as the officer responsible for corporate governance, board support, and compliance with the Hong Kong Stock Exchange (HKEX) Listing Rules. CityLinkers provides qualified named company secretary services for issuers listed on the Main Board and GEM, ensuring full compliance with the Securities and Futures Ordinance (Cap. 571) and the Companies Ordinance (Cap. 622).

Under Chapter 3 of the HKEX Listing Rules, the company secretary of a listed issuer must be a member of the Hong Kong Chartered Governance Institute (HKCGI), a fellow member of HKCGI, a CPA qualified under the Professional Accountants Ordinance, or a solicitor qualified under the Legal Practitioners Ordinance. The individual must also have at least the experience and qualifications required by the Exchange. CityLinkers deploys professionally qualified governance practitioners who meet these criteria and act as the named secretary on appointment.

The named company secretary of a Hong Kong listed company is responsible for a broad range of statutory and regulatory duties, including:

Advising the board on corporate governance practices and the Listing Rules
Organising and coordinating board and committee meetings, preparing agendas, and circulating minutes
Ensuring timely disclosure of inside information and other notifiable matters under Part XIVA of the Securities and Futures Ordinance
Liaising with HKEX, the Securities and Futures Commission (SFC), and the Companies Registry
Maintaining the issuer's statutory registers and records

Coordinating shareholders' meetings and circular despatches

CityLinkers manages the full cycle of board and committee meetings for listed clients. This includes drafting meeting agendas in consultation with the chairman, coordinating papers, circulating materials within Listing Rules timeframes, taking minutes, and tracking action items. We ensure that audit committee, remuneration committee, and nomination committee meetings comply with the applicable Listing Rules chapters and the Corporate Governance Code, and that independent non-executive director attendance and quorum requirements are satisfied.

The company secretary organises annual general meetings and extraordinary general meetings, preparing notices, circulars, and poll papers in compliance with the Listing Rules and Companies Ordinance. CityLinkers handles proxy arrangements, poll-taking procedures, and post-meeting result announcements. We also manage inside information disclosure, notifiable transaction announcements, and the disclosure of interests of directors and chief executives under Part XV of the Securities and Futures Ordinance.

Ongoing communication with HKEX is a core function. The named secretary submits listing applications, notifiable transaction documents, and subsequent announcements through the HKEX newsroom and disclosure systems. CityLinkers ensures that all filings — including next-day disclosure refinements, monthly returns on movements in shares, and directors' interests notifications — are made accurately and within prescribed timeframes to avoid regulatory breaches and sanctions.

CityLinkers combines 14+ years of corporate services experience with qualified governance practitioners to act as the named company secretary for listed issuers. As a TCSP licensee serving over 5,000 corporate clients, we offer integrated company secretarial, audit arrangement, tax, and TCSP services. We provide continuity, regulatory expertise, and responsive support for issuers navigating complex governance obligations, M&A transactions, and continuing listing compliance.

CityLinkers provides a comprehensive range of named company secretary services tailored for listed companies, ensuring compliance with the Listing Rules and GEM Listing Rules while supporting effective corporate governance. Our services include:

Appointment of Qualified Professionals – Assigning our corporate services directors or senior executives, who meet the qualification requirements stipulated in the Listing Rules and GEM Listing Rules (i.e. chartered company secretaries or certified public accountants), to serve as the named company secretary, joint company secretary, or assistant company secretary of listed companies.
Company Secretarial Support – Assisting the company secretary in handling all corporate secretarial matters.
Authorized Representative Role – Acting as the company’s official authorized representative.
Principal Place of Business – Providing the company’s principal place of business in Hong Kong.
Results & Reports Publication – Managing the publication of annual, interim, and quarterly (if applicable) results and reports.
Meeting Coordination – Convening annual general meetings and special general meetings.
Share Mandates – Managing applications for general mandates related to share buy-backs and/or share issuance.
Board Committee Support – Assisting members of the board of directors in handling board committee matters.
Corporate Governance Compliance – Addressing matters related to the code of conduct, compliance manuals, and other governance requirements.
Articles of Association & Capital Structure – Assisting with amendments to the articles of association and capital structure-related matters.
Special Transactions – Supporting special transactions and providing other regulatory compliance services.

At CityLinkers, we provide a comprehensive suite of named company secretary services for listed companies, enabling you to focus on revenue generation and core business growth while we manage your compliance needs. Leveraging our extensive network of affiliated professionals—including lawyers, banks, investors, and strategic partners—we deliver bespoke, fully customised solutions tailored to your company’s unique requirements.

As specialists in company law and regulations, we ensure your organisation remains compliant and avoids costly legal pitfalls. Our services are flexible and scalable, allowing you to adjust support levels in line with your evolving business needs, whether scaling up during expansion or streamlining during restructuring. This adaptability makes outsourcing both cost-effective and time-efficient, freeing your internal teams to concentrate on strategic priorities.

By partnering with CityLinkers, you gain a trusted advisor who can streamline processes, improve operational efficiency, and enhance the overall quality of your company secretarial functions. Our deep understanding of corporate governance requirements ensures that your business remains compliant—minimising legal and financial risks while safeguarding your reputation.

Contact CityLinkers today to learn how our named company secretarial services can help your business operate with confidence, compliance, and efficiency.

Who can be appointed as the company secretary of a listed company in Hong Kong?

Under Chapter 3 of the HKEX Listing Rules, the company secretary must be a member of the Hong Kong Chartered Governance Institute (HKCGI), a qualified CPA under the Professional Accountants Ordinance, or a qualified solicitor. CityLinkers deploys practitioners who satisfy these qualification requirements.

What are the main duties of a listed company secretary?

The duties include advising the board on governance and Listing Rules, organising board and committee meetings, ensuring timely disclosure of inside information, liaising with HKEX and the SFC, maintaining statutory records, and coordinating shareholders' meetings and circulars.

How does the company secretary support HKEX disclosure compliance?

The secretary submits announcements, notifiable transaction documents, monthly share movement returns, and directors' interests notifications through HKEX disclosure systems within prescribed deadlines. CityLinkers ensures accurate, timely filings to avoid regulatory breaches and Exchange sanctions.

Does a listed company need to hold an annual general meeting every year?

Yes. Under the Listing Rules and the Companies Ordinance, a listed company must hold an annual general meeting within six months of the financial year-end. The company secretary prepares the notice, circulars, and poll arrangements and files the results with HKEX.

Can CityLinkers act as the named secretary on the appointment letter?

Yes. CityLinkers provides a named, qualified individual who is formally appointed as company secretary and disclosed in the issuer's filings, ensuring continuity and a single point of accountability for governance and regulatory matters.

What happens if a listed company breaches the Listing Rules?

Breaches can lead to HKEX sanctions including public censure, director unsuitability statements, remedial actions, and in serious cases, suspension of trading. A qualified named company secretary helps prevent breaches by ensuring timely disclosure and procedural compliance.