www.pwchk.com Company Secretary supporting you at every stage of your business June 2016
Why is a company secretary essential? A company secretary can support a company at every stage of its business. 1. Entity establishment 2. Corporate compliance and entity maintenance PwC helps clients establish an appropriate business vehicle to start doing business in Hong Kong. The most common types of vehicles are: A private limited company incorporated in Hong Kong A branch office of a foreign company registered in Hong Kong as a non-hong Kong company We can also assist clients establishing a business presence in other countries. PwC provides corporate compliance services, including but not limited to: Acting as named company secretary of the company Providing registered office Maintaining statutory registers and records Handling statutory filings such as annual returns Preparing paperwork in relation to annual general meetings Advising on ongoing and ad hoc compliance requirements PwC 3
3. Corporate governance and best practices To build a base for growth, it is important that the company is well governed and in good health. The most fundamental element of good corporate governance is compliance with the relevant rules and regulations. With increasingly complex regulations, companies - especially multinationals operating complex corporate structures - as well as their directors and senior management face higher legal and reputational risks. Very often, in-house resources may not be sufficient for coping with these challenges. As part of the PwC worldwide network, we help companies and their officers manage diverse and complex statutory compliance requirements and reduce legal and compliance risks. For listed companies, the disclosure and reporting obligations are even more onerous. In the case of companies which are listed in Hong Kong, they need to comply with the Hong Kong Listing Rules, Securities and Futures Ordinance, The Codes on Takeovers and Mergers and Share Buy-backs, etc., in addition to Companies Ordinance; the extent of application would depend on the place of incorporation. We provide advice and support in regard to compliance with these rules and regulations, including but not limited to: Filing of a monthly return Preparing the quarterly (in the case of GEM Board issuers), interim and annual results announcements and reports Organising annual general meetings, relevant announcements and circulars Advising on other ongoing and ad hoc compliance requirements under the Listing Rules, Securities and Futures Ordinance, as well as The Codes on Takeovers and Mergers and Share Buy-backs To handle new rules and regulations and corporate governance practices, it may be necessary for a company to make changes to its existing articles of association, governance policies, procedures, etc. We assist with the reviews and revisions to ensure the company s governance framework and structure are up-to-date, robust and effective. Listing Rules Companies Ordinance Good corporate governance begins with compliance with rules and regulations, but they are getting increasingly complex... 4 Company Secretary supporting you at every stage of your business
4. Expansion 5. Corporate While a company is expanding, it may wish to acquire another company or admit new investors. We assist with all these activities. For example, PwC can perform a corporate health check on the target company, advise on the remedial actions for any irregularities that we have identified, prepare all the necessary papers for effecting share transfer, changes of capital structure and relevant disclosures, etc. If a group operates entities across different countries, it may be sensible to consolidate entity governance and compliance services with one service provider which is part of a global network. This can reduce the communication time and allow the group to have better control over its compliance costs, all while enhancing consistency in the practice and standard. restructuring and entity rationalisation As a group develops and expands, its structure may become complex. It is best to conduct regular reviews of a group structure with an eye toward enhancing its risk management and operational efficiency. Such review may result in corporate reorganisation involving: Share transfer Application for stamp duty relief Court-free capital reduction Share buy-back Court-free amalgamation Company dissolution We provide support for the entire restructure process, from planning to implementation, including project management. Holding company Company 1 Company 2 Company 3 Company 4 Company 5 Company 6 Company 7 Company 8 PwC 5
Why PwC? Global perspective, stronger team and greater capacity 1. Unrivaled global reach We are a member of the PwC global network of firms, offering clients a wide range of advice and services in over 160 countries. Few service providers have a global office network that is comparable in breadth and depth. This is how we are able to provide local knowledge and expertise to a multinational group operating in any of these countries. Tax Assurance Company Secretarial Services Advisory 2. One-stop-shop Our wide range of expertise enables us to provide clients with one-stop services, such as assurance, tax and advisory, as well as company secretarial services. 3. Practical solutions Our approach and experience enable us to provide clients with insightful advice and pragmatic solutions to all their business issues. 6 Company Secretary supporting you at every stage of your business
Contacts For more information, please contact: Loretta Chan Partner, Company Secretarial Services PwC Hong Kong +852 2289 6700 loretta.wm.chan@hk.pwc.com PwC 7
This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. 2017 PricewaterhouseCoopers Limited. All rights reserved. PwC refers to the Hong Kong member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. HK-20151106-2-C2