In Hong Kong, documents such as the balance sheet, profit and loss statement, audit report, and directors’ report form the foundation of a company’s financial and statutory obligations. While accountants and auditors are responsible for preparing these documents, company secretaries play a critical — and often misunderstood — role in ensuring financial governance around them.

They do not maintain accounting ledgers or prepare financial statements. Instead, company secretaries ensure that financial documents are supported by accurate statutory information, approved by the correct parties, and filed in compliance with the Companies Ordinance.

Clarifying the Boundary: Accounting vs Financial Governance

"Do company secretaries prepare accounting records and financial statements?"
Small business owners may often get confused. To avoid confusion, responsibilities should be clearly separated:

• Accountants and auditors

  • Prepare accounting records and financial statements

  • Produce the audit report

  • Advise on accounting standards and tax matters

• Directors

  • Bear statutory responsibility for keeping proper accounting records

  • Approve the balance sheet, profit and loss statement, and directors’ report

• Company secretaries

  • Coordinate approvals and filings

  • Ensure statutory records align with financial disclosures

  • Maintain governance accuracy around financial reporting documents

So in short answer: "No." Company secretaries operate at the intersection of finance, governance, and compliance, ensuring that what is approved and filed reflects the company’s latest legal position.

Where Company Secretaries Add Real Value in Financial Governance

Although they don’t prepare financial data, company secretaries support financial governance in several practical and essential ways.

Ensuring Director and Officer Information Is Up to Date

Financial statements and audit reports require:

• Correct director particulars

• Valid director approvals and signatures

In practice, mistakes can happen, such as approval requests being sent to a former director, or outdated personal details appearing in the directors’ report.

Company secretaries help prevent this by:

• Maintaining up-to-date statutory registers

• Confirming current directors, company secretaries, and authorised signatories

• Coordinating approvals with the correct individuals

This reduces the risk of invalid approvals or rejected filings.

Supporting Accurate Share Capital and Equity Disclosure

Figures relating to share capital and equity in the balance sheet depend heavily on statutory records, especially when there have been:

• Share transfers

• Share allotments

• Changes in shareholders or ownership percentages

Company secretaries ensure that:

• The register of members is current

• Historical changes are properly recorded

• Equity-related information used in financial statements aligns with statutory records

This helps avoid inconsistencies between accounting figures and corporate filings.

Coordinating Board Approval and Governance Records

Before financial statements are filed, they must be:

• Approved by the board

• Supported by board or written resolutions

• Properly documented for statutory records

Company secretaries manage:

• Board resolutions approving the financial statements and audit report

• Records of approval dates and signatories

• Consistency between approved documents and filed versions

This governance trail is essential during audits, due diligence, or regulatory reviews.

Supporting Audits and Regulatory Enquiries

During audits or regulatory inspections, company secretaries:

• Provide access to approved financial statements and resolutions

• Help verify director approvals and statutory consistency

• Clarify governance history where changes have occurred

Their role is not to explain the numbers but to ensure the governance context around those numbers is clear and defensible.

Why This Governance Layer Matters

Many financial reporting issues do not arise from incorrect calculations. They arise from:

• Outdated director or shareholder information

• Misaligned share capital records

• Missing or unclear approvals

Company secretaries act as the final governance checkpoint, reducing the risk of filing delays, regulatory queries, and avoidable corrections.

Conclusion

Company secretaries are not accountants, and they are not expected to prepare financial statements or audit reports. Their contribution lies in financial governance, ensuring that documents such as the balance sheet, directors’ report, and audit report are supported by accurate statutory records and valid approvals.

When accounting and governance work together, companies achieve greater accuracy, stronger compliance, and smoother regulatory outcomes.

How Smoooth Supports Financial Governance

Smoooth keeps all entity-related information, approvals, and documents in one place — with the latest details always visible at a glance. When financial documents need to be reviewed or approved, checking information becomes effortless.

If you’d like to explore how better entity visibility supports cleaner governance, you can learn more about Smoooth or create a free account to see how it works in practice.