Who can inspect my register of members in Hong Kong

Who Can Inspect My Register of Members

The register of members is open for inspection by any member of the company and, in certain circumstances, by the public. The Companies Ordinance (Cap. 622) sets out who may request access, the process for doing so, and the restrictions that apply.

Register of Members Inspection Hong Kong

A company must keep its register of members at its registered office or at a prescribed place in Hong Kong under section 662 of the Companies Ordinance (Cap. 622). If the register is not kept at the registered office, the company must notify the Registrar of the location by filing Form NR2.

Any member of the company may inspect the register of members free of charge. A member may also request a copy of the register or any part of it, for which the company may charge a reasonable fee. The company must make the register available for inspection during business hours, subject to any reasonable restrictions imposed by its articles.

Who Can View Company Register of Members

The register of members is not a fully public document. Statutory rights to inspect are limited.

Any member of the company may inspect the register at any time, without giving a reason. Any other person may inspect it only if the company's articles permit or the company chooses to allow it. The Companies Ordinance does not give the general public an automatic right to inspect the register of members of a private company.

A person who is not a member may still request access. The company may grant or refuse that request at its discretion, unless its articles state otherwise.

Access to Register of Members Hong Kong

A member requesting inspection should contact the company secretary or the person responsible for maintaining the company's statutory registers. The company must respond within a reasonable time. If the company refuses inspection without proper grounds, the member may apply to the court for an order requiring access.

The register of members must contain the names and addresses of members, the number and class of shares held, the amount paid or agreed to be paid on those shares, and the date each person became or ceased to be a member. A copy of the register is a certified true copy of the company's records.

Public Inspection of Register of Members

The register of members is not open to public inspection in the same way as the Companies Registry's public records. The Companies Registry holds the annual return (Form NAR1), which lists the current members and their shareholdings as at the return date. That annual return is a public document searchable through the Companies Registry's online service.

This means that while the physical register kept by the company is not publicly accessible, the information it contains is effectively public through the annual return filing. Anyone can obtain a copy of the annual return from the Companies Registry for a fee.

Contrast with the Significant Controllers Register

The Significant Controllers Register is a separate statutory register required under the Companies Ordinance. It records individuals or entities that hold more than 25% of the issued shares or voting rights, or who otherwise exercise significant influence or control over the company.

Unlike the register of members, the Significant Controllers Register is not open to public inspection. It is kept at the registered office or another prescribed place in Hong Kong, and access is restricted to law enforcement officers and certain authorised persons. The company must designate a representative to assist law enforcement with access to this register.

Practical Points for Business Owners

Keep the register of members at the registered office or a prescribed place in Hong Kong. File Form NR2 with the Companies Registry if you move it.

Respond promptly to any inspection request from a member. Refusal without proper grounds may lead to a court application.

Remember that the annual return (Form NAR1) filed with the Companies Registry makes member information publicly available, even though the register itself is not a public document.

The Significant Controllers Register is a separate record with different access rules. Do not confuse the two registers.