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Operating a company in Hong Kong requires maintaining and properly managing several statutory registers. These registers serve to record critical information about the company’s shareholders, directors, and company secretary. This article provides a comprehensive introduction to the four mandatory registers that Hong Kong companies must maintain: the Register of Members, Register of Directors, Register of Company Secretaries, and Significant Controllers Register. It also explains the storage requirements for these registers, penalties for non-compliance with the Companies Ordinance, and other key considerations.

1. Statutory Registers Required for Companies

Under the Companies Ordinance (Cap. 622), all Hong Kong companies are required to properly maintain and store four essential registers. Each register must comply with legal requirements, and the accuracy and timely updates of their content are crucial. Below is a detailed breakdown of the four mandatory registers:

Register of Members (ROM)

According to Section 627 of the Companies Ordinance, the ROM records detailed information about the company’s shareholders, including:

Full name and contact address of each shareholder
Number, class, and acquisition date of shares held by each shareholder
Detailed records of any share transfers, including transfer dates and details of the transferee

Significant Controllers Register (SCR)

Under Section 653H of the Companies Ordinance, the SCR is designed to identify and record individuals who have significant control over the company, enhancing transparency of ownership and control. The SCR should include:

Individual Controller Details (can be multiple controllers):

Legal full name
Valid residential/correspondence address
ID number or passport details (including issuing country)
Nationality
Scope of company control
Date of becoming significant controller
Method of control (e.g., shareholding percentage, voting rights)

Corporate Controller Details:

Entity name
Registration number
Place of incorporation
Registered office address

At Least One Designated Representative:

Full name
Position/role in company
Complete contact details (phone, address)
Date of appointment

Register of Directors (ROD)

As stipulated in Section 641 of the Companies Ordinance, the ROD serves to record details of all directors, including:

Full name and correspondence address (residential or service address) of each director
Identity card or passport number of each director
Date of birth and nationality
Changes to directorships, including appointment and resignation dates

Register of Company Secretaries (ROCS)

According to Section 648 of the Companies Ordinance, the ROCS maintains details about the company secretary, including:

Full name and service address of the company secretary
Appointment and resignation dates
Identity card or passport number of the company secretary
If the company secretary is a licensed TCSP (Trust or Company Service Provider), the license number must also be included

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2. Storage Location of Registers

Generally, the statutory registers must be stored at the company’s registered office. If the registers need to be stored at an alternative location or if there are any changes, the company must submit a Notice of Location of Registers and Records (Form NR2) to the government within 15 days for official approval.

Inspection by Government Authorities: The registers must be available for inspection by law enforcement officers as required.

Updates and Maintenance: Any changes to the information in the registers must be updated promptly. Ensuring the timeliness and accuracy of the registers is essential to avoid legal risks.

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3. Penalties for Non-Compliance with the Companies Ordinance

Under the Companies Ordinance, failure to properly maintain and manage the above registers constitutes a violation. Both the company and its responsible persons may face fines of up to HK$25,000. Additionally, the court may impose a daily fine of HK$700 for continued non-compliance.

This regulation aims to ensure operational transparency and compliance. These registers are not only legal requirements but also essential corporate governance tools to maintain accountability and transparency in business operations.

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4. Conclusion

For companies in Hong Kong, maintaining and managing the Register of Members, Register of Directors, Register of Company Secretaries, and Significant Controllers Register is a statutory obligation. Proper management of these registers helps enhance transparency, ensure compliance, and mitigate the risk of violating the Companies Ordinance. We hope this guide has provided you with a better understanding of the requirements and management practices for these registers, ensuring your company’s long-term development and compliant operations.

OneStart Business Center, a licensed Hong Kong TCSP company, offers various company secretary services, allowing entrepreneurs to choose services including company registration, company secretary services, business address rental, virtual office services, preparation and maintenance of company registers, and other complex documentation procedures. For more information, please call 3575 6888 or contact OneStart's business consultants via WhatsApp

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