Hong Kong Register of Directors Requirements Cap 622

Hong Kong Register of Directors Requirements Cap 622

Every Hong Kong company must maintain a register of directors as part of its statutory books. The hong kong register of directors requirements are set out in the Companies Ordinance (Cap. 622) and enforced by the Companies Registry. The register records the full name, address and other prescribed particulars of every director appointed to the company. It must be kept at the company’s registered office or another prescribed place in Hong Kong. If the location is not the registered office, notify the Registrar using Form NR2.

The register of directors is one of five statutory registers a company must maintain. The others are the register of members, register of company secretaries, register of charges and the Significant Controllers Register. Failure to keep the register properly or to update it within the required timeframes is an offence under Cap. 622.

Register of Directors Hong Kong Cap 622

The Companies Ordinance (Cap. 622) governs the register of directors for all companies incorporated in Hong Kong. Section 662 of the Ordinance specifies the particulars that must be recorded for each director. For an individual director, the register must contain:

• Full name (including any former name)
• Residential address (unless the director has applied for address protection)
• Nationality
• Business occupation (if any)
• Date of appointment
• Date of cessation (if applicable)
• Other directorships held in the preceding five years

For a body corporate acting as a director, the register must record:

• Corporate name
• Registered or principal office address
• Registration number (if applicable)
• Place of incorporation
• Date of appointment
• Date of cessation (if applicable)

The register must be open for inspection by any member of the company without charge, and by any other person upon payment of a prescribed fee. The Companies Registry may also require production of the register for inspection.

Hong Kong Company Director Register

The register of directors serves as the official record of who holds office at any given time. It is distinct from the public register maintained by the Companies Registry, which is updated through statutory filings: the annual return (Form NAR1) and change notifications (Forms ND2A and ND2B).

The company’s own register must be kept up to date independently of the public filings. A change in director particulars must be recorded in the company’s register within 14 days of the change occurring. The corresponding notification to the Companies Registry must be filed within 15 days.

Statutory Register of Directors Hong Kong

The register of directors is a statutory register. Its form and content are prescribed by law. It must be bound or kept in a manner that prevents removal or alteration of entries without leaving visible evidence. Electronic records are permitted provided they can be reproduced in legible form.

The register forms part of the company’s statutory books and must be kept at:

• The company’s registered office, or
• A prescribed place in Hong Kong (if different, notify the Registrar using Form NR2)

If the company keeps the register at a prescribed place other than the registered office, that place must be notified to the Companies Registry within 14 days of any change.

Hong Kong Directors Particulars Register

The particulars recorded in the register of directors must be accurate and current. When a director’s details change , a change of residential address or nationality, for example , the company must update the register and file Form ND2B (Notice of Change of Particulars of Director) with the Companies Registry within 15 days.

When a new director is appointed, record the appointment in the register and file Form ND2A (Notice of Appointment of Director) within 15 days. When a director ceases to hold office, record the cessation in the register and file Form ND2A within 15 days.

The register must also record the date of any change, the nature of the change, and the date the change was entered in the register.

Updating the Register: Forms ND2A and ND2B

The Companies Registry requires specific forms to update the public record of directors. These forms correspond to the entries that must be made in the company’s own register.

Form ND2A is used for:

• Appointment of a director
• Cessation of a director

Form ND2B is used for:

• Change of name
• Change of residential address
• Change of nationality
• Change of business occupation
• Change of other directorships

Both forms must be signed by a director, the company secretary, or an authorised representative. The forms are filed with the Companies Registry and attract a prescribed fee.

Prohibition on Sole Director as Sole Secretary

A company with a sole director cannot appoint that same person as its sole company secretary. This rule under Cap. 622 prevents a single individual from holding both offices where there is no other director to supervise or challenge decisions.

If a company has only one director, the company secretary must be either:

• A different individual who is ordinarily resident in Hong Kong, or
• A body corporate with its registered office or a place of business in Hong Kong

This requirement is separate from the register of directors but interacts with it. The register of company secretaries must also be maintained and updated using the same forms (ND2A and ND2B).

Inspection and Access

The register of directors must be available for inspection by:

• Any member of the company, free of charge
• Any other person, upon payment of a prescribed fee (currently HK$1 per page or HK$10 for a copy of the entire register)

The company must provide access within two business days of a request. If the register is kept at a prescribed place other than the registered office, the company must still make it available for inspection at the registered office within the same timeframe.

The Registrar of Companies may also require the company to produce the register for inspection. Failure to comply is an offence punishable by a fine.

Relationship with the Annual Return

The annual return (Form NAR1) filed with the Companies Registry includes a list of current directors and their particulars. The information in the annual return must match the company’s register of directors at the date of the return. Any discrepancy between the register and the annual return may result in the return being rejected or the company being required to file corrective forms.

The annual return must be filed within 42 days of the company’s return date, which is the anniversary of its incorporation. The fee for late filing increases significantly after the 42-day period.

Practical Compliance

To maintain compliance with the register of directors requirements under Cap. 622, a company should:

• Keep the register at the registered office or notify the Registrar of any other prescribed place using Form NR2
• Record all appointments, cessations, and changes of particulars within 14 days
• File Forms ND2A and ND2B with the Companies Registry within 15 days
• Ensure the register is available for inspection upon request
• Cross-check the register against the annual return before filing Form NAR1

The register of directors is a core compliance document. Errors or omissions can lead to penalties. They may also affect the company’s ability to open bank accounts, complete transactions, or demonstrate good standing.