Obligations of a Company
A company is a separate legal entity, that is, it is a legal person in its own right and separate from its owners. The benefit of limited liability through operating as a limited company also brings with it obligations in so much as the company must comply with the various provisions in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). These obligations include the timely disclosure and reporting of specified information about the company, its officers and shareholders, etc. and any changes in such information to the Registrar of Companies so that members of the public can have ready access to the latest information of the company kept by the Registrar of Companies.
Obligations as Officers of a Company
Every officer of a company, including its director(s), company secretary or manager, has the responsibility to ensure that the company has complied with all the provisions of the Companies Ordinance. If a company fails to comply with the requirements of the Ordinance, the company and every responsible person of the company shall be liable to prosecution and, if convicted, default fines.
In particular, any person appointed to act as a first director of a company must either signify his agreement by signing his/her Consent to Act as Director on the incorporation form, or by confirming the consent in a Form NNC3. The Form NNC3 should be delivered to the Registrar of Companies not later than 15 days after the date of incorporation of the company, failing which the company, every responsible person (including an officer) of the company, and the founder member who signs the incorporation form, commit an offence and each is liable to a fine and, for a continuing offence, to a further daily default fine.
The Companies Registry has issued 'A Guide on Directors’ Duties' (pdf Format) which outlines the general principles that a director should observe in performing his duties and exercising his powers. All directors should read these guidelines.
If you are in doubt about the nature of your responsibilities and obligations as an officer of a company, you should seek independent legal or professional advice.
How to Fulfill Your Obligations?
Under the Professional Accountants Ordinance (Chapter 50), only firms of certified public accountants (practising) or corporate practices registered with the Hong Kong Institute of Certified Public Accountants (the "Institute") or certified public accountants holding a valid practising certificate issued by the Institute are lawfully qualified to provide auditing services (for the purposes of the Hong Kong Companies Ordinance (Chapter 622)). You may refer to the Hong Kong CPA Practice Directory (https://www.hkicpa.org.hk/app/hkicpa_app/practicedirectory/index.php) and the Institute's membership list (https://app1.hkicpa.org.hk/membership/list/members/index.php (Eng only)) for further information.