Keeping the Register of Members for a Hong Kong Company Under Cap. 622

Keeping the Register of Members Hong Kong

Every Hong Kong company must maintain a register of members. It is a core statutory record. The register records who holds shares in the company and tracks changes in ownership over the life of the company. The requirements for keeping the register of members Hong Kong are set out in the Companies Ordinance (Cap. 622). Failure to comply can result in penalties for the company and every responsible officer.

Hong Kong Register of Members Requirements

For each member, the register must contain the member’s name and address, the date on which the person was entered as a member, and the date on which the person ceased to be a member. It must also record the number and class of shares held and the amount paid or agreed to be considered as paid on the shares. If the shares are held jointly, each joint holder’s name and address must appear.

Where a company has more than one class of shares, the register must distinguish each class and show the number of shares of each class held by each member. Record any share transfers, noting the date of entry and the particulars of the transferor and transferee.

The register of members is distinct from the register of directors, the register of company secretaries, the register of charges, and the Significant Controllers Register. Each serves a separate statutory purpose under Cap. 622. All must be maintained and kept accessible.

Hong Kong Company Register of Members Maintenance

Keep the register of members at the company’s registered office or at another place in Hong Kong that the company has notified to the Companies Registry as a prescribed place. If the register is kept at a location other than the registered office, file Form NR2 to notify the Registrar of Companies of that location.

Update the register promptly whenever shares are issued, transferred, or cancelled. When new shares are issued, enter the allottee’s name, address, and the number and class of shares allotted. When shares are transferred, remove the transferor’s entry and record the transferee’s details, noting the date of the transfer.

A company may keep the register of members in electronic form, provided the information can be reproduced in legible hard copy. The register must be available for inspection during business hours. Members inspect without charge. Any other person inspects on payment of a prescribed fee.

The register of members is one of the statutory registers that must be maintained alongside the register of directors, register of company secretaries, register of charges, and the Significant Controllers Register. The company secretary is responsible for ensuring these records are accurate and up to date.

Hong Kong Statutory Register of Members

The statutory register of members serves as the definitive record of who holds shares in the company at any given time. It is used to determine voting rights at general meetings, entitlement to dividends, and the proper parties to a share transfer.

The register must be indexed unless it contains fewer than 50 names. The index must list the members in alphabetical order and refer to the relevant entry in the register. Keep the index with the register. Update it within 14 days of any change.

A company may close the register of members for up to 30 days in any calendar year, provided the closure is advertised in a newspaper circulating in Hong Kong and in any other manner the articles require. During closure, the company will not register share transfers.

The register of members is open to public inspection. Any person may request a copy of the register or any part of it. The company must provide the copy within 10 business days of receiving the request and payment of the prescribed fee.

Inspection and Access Rights

Members of the company inspect the register of members free of charge. Non-members may inspect on payment of a fee prescribed by the Companies Registry. Make the register available for inspection during business hours for at least two hours each day.

A person who requests a copy of the register is entitled to receive it in hard copy or electronic form, as the person specifies. The company may charge a fee not exceeding the prescribed maximum for providing the copy.

The right to inspect the register of members is broader than the right to inspect the Significant Controllers Register, which is not open to public inspection. The register of directors and register of company secretaries are also open to public inspection. The register of charges is not.

Consequences of Non-Compliance

Failure to maintain the register of members in accordance with Cap. 622 is an offence. The company and every responsible officer who is in default commits an offence and is liable to a fine. If the default continues, a further daily fine may apply.

Specific offences include failing to keep the register at the registered office or a notified prescribed place, failing to enter the required particulars within the prescribed time, failing to make the register available for inspection, and failing to provide a copy of the register when requested and paid for.

The Companies Registry may refuse to register a share transfer if the register of members is not properly maintained. The register is the primary evidence of share ownership.

Relationship with Other Registers

The register of members is one of five statutory registers that every Hong Kong company must maintain. The others are the register of directors, the register of company secretaries, the register of charges, and the Significant Controllers Register.

Each register has its own content requirements and inspection rules. Only the register of members records share ownership. The register of directors records the names, addresses, and other particulars of each director. The register of company secretaries records the secretary’s details. The register of charges records charges created by the company over its assets. The Significant Controllers Register records individuals who hold more than 25% of the issued shares or voting rights or who otherwise exercise significant control over the company.

The company secretary maintains all five registers and ensures they are kept at the registered office or a notified prescribed place. File Form NR2 with the Companies Registry if any register is kept at a location other than the registered office.

Practical Considerations for Business Owners

The register of members is a public document. Any person who inspects it can see the names and addresses of all shareholders and the number of shares each holds. Business owners who wish to keep shareholder information private should be aware that the register is open to inspection.

When a company issues new shares or registers a share transfer, make the entry in the register of members promptly. The annual return filed on Form NAR1 must include a list of members as at the return date. The information in the return must match the register.

Review the register of members regularly to ensure it is accurate and complete. Errors in the register can delay share transfers and cause disputes over voting rights and dividend entitlements.

For companies with a large number of shareholders, keep the register in electronic form and index it for easy reference. Ensure that the electronic record can be reproduced in legible hard copy and that it is backed up to prevent loss of data.