What records must a company secretary keep

What Records Must a Company Secretary Keep

The Companies Ordinance (Cap. 622) obliges a company secretary to maintain five statutory registers. These are the register of members, register of directors, register of company secretaries, the register of charges and the Significant Controllers Register. These are the core records a Hong Kong company must keep.

Company Secretary Statutory Registers Hong Kong

Every company must keep the following statutory registers under the Companies Ordinance:

1. Register of members - contains the names, addresses and shareholdings of every member, together with the dates they became and ceased to be members.
2. Register of directors - lists the full name, address, nationality and other prescribed particulars of each director.
3. Register of company secretaries - records the name, address and other particulars of the company secretary or secretaries.
4. Register of charges - records each charge (security interest) created by the company over its assets, including the date created, the amount secured and the charge holder's name.
5. Significant Controllers Register - lists every individual or entity that holds more than 25% of the issued shares or voting rights, or exercises significant influence or control over the company.

Hong Kong Company Records to Keep

A company must also keep other records beyond the statutory registers.

Accounting records must be sufficient to show and explain the company's transactions and to disclose its financial position with reasonable accuracy. These records must be kept for seven years. Keep minutes of all general meetings and meetings of directors, and written resolutions passed by members or directors. Also retain copies of all notices and resolutions sent to members, and the company's articles of association and any amendments.

Statutory Books Company Secretary

The company secretary must ensure the statutory books are kept at the company's registered office or at another prescribed place in Hong Kong. A prescribed place is a physical address where the records are held, such as the office of a corporate service provider.

Form NR2 - Notification of Location

If the statutory registers and company records are not kept at the registered office, the company secretary must notify the Companies Registry of their location using Form NR2. Deliver this form within 14 days of moving the records to a different address. The notice must state the location and whether it is the registered office or a prescribed place.

Company Secretary Record Keeping Duties

The company secretary's record keeping duties include updating the registers promptly after any change in directors, secretaries, members or charges. Enter each change as it occurs. Ensure the registers are available for inspection by members and, where required by law, by the public. The register of members, for example, may be inspected by any person on payment of a prescribed fee. Maintain the registers in a form that complies with the Companies Ordinance. They may be kept in electronic form as long as they can be reproduced in paper form if required.

Practical Obligations

The company secretary is responsible for ensuring these records are complete and current at all times. Failure to keep the statutory registers or to notify the prescribed place on Form NR2 is an offence under the Companies Ordinance and may result in a fine. Maintain a compliance calendar to ensure annual returns (Form NAR1) and accounting records are prepared and filed within the statutory deadlines.

The seven-year retention period for accounting records applies regardless of whether the company is active or dormant. If the company is closed, the records must still be kept for the full seven years after the transaction date.