Hong Kong Statutory Registers: Required Records and Where to Keep Them Under Cap. 622

Hong Kong Statutory Registers and Where to Keep Them

Every Hong Kong company incorporated under the Companies Ordinance (Cap. 622) must maintain a set of statutory registers. These records are the official repository of the company’s key structural information: who owns it, who runs it, what debts it has secured against its assets, and who ultimately controls it. The rules for where these registers can be kept are specific. A company that moves them without notifying the Companies Registry is in breach of the Ordinance.

The Five Hong Kong Statutory Registers

Cap. 622 requires every company to keep five registers. Each serves a distinct purpose and must contain the information prescribed by the Ordinance.

Register of members. Records every person who holds shares in the company. It must show the member’s name and address, the number and class of shares held, and the amount paid or agreed to be paid on those shares. It also records the date the member was entered in the register and the date any person ceased to be a member. A company with more than 50 members must also maintain an index of members unless the register itself is arranged alphabetically.

Register of directors. Contains the full name, address (which may be a service address if the director has applied for protection of their residential address), nationality, occupation, and the date of appointment and cessation of each director. For a body corporate acting as a director, the register records its corporate name, registered or principal office, and the registration number in its place of incorporation.

Register of company secretaries. Records the name, address, and date of appointment and cessation of each company secretary. If the secretary is a natural person, the register must also show their other directorships or secretaryships if any. If the secretary is a body corporate, the register records its corporate name and registered office.

Register of charges. Lists every charge created by the company over its assets. The register must include the amount secured, the property charged, and the name of the chargee. The company must also keep a copy of every instrument creating a charge at the same location as the register.

Significant Controllers Register (SCR). Required since 1 March 2018 for all Hong Kong-incorporated companies. It records every individual or legal entity that holds more than 25% of the issued shares or voting rights, or that otherwise exercises significant influence or control over the company. The register is not open to public inspection. Law enforcement officers may request to see it. The company must also appoint a designated representative to assist law enforcement with access.

Where to Keep the Registers: Registered Office or Prescribed Place

The default location for all five registers is the company’s registered office in Hong Kong. The registered office is the official address the company has notified to the Companies Registry. It is the place where all formal communications from the Registrar and from members are sent.

A company may keep its registers at a different address in Hong Kong, provided that address is a “prescribed place” under Cap. 622. A prescribed place is any location in Hong Kong that is not the registered office but where the company’s records are physically stored. Notify the Registrar of this change using Form NR2.

Form NR2 Hong Kong Prescribed Place Notification

Form NR2 is the statutory form used to tell the Companies Registry where the registers and company records are kept when they are not at the registered office. File it within 14 days of the registers being moved. If the registers are moved again, file another Form NR2.

The form requires the company’s name and number, the address of the prescribed place, and a statement of which registers or records are kept there. There is no fee for filing Form NR2. The penalty for failing to file it is a fine and, for continuing default, a daily penalty.

Cap 622 Statutory Registers: Location Rules in Detail

Section 662 of Cap. 622 sets out the core requirement: the registers must be kept at the registered office or at a prescribed place in Hong Kong. The Registrar must be notified of the prescribed place address.

The registers must be available for inspection during business hours. Members of the company may inspect the register of members, register of directors, and register of company secretaries free of charge. The register of charges is also open to inspection by any person, not only members, on payment of a prescribed fee. The Significant Controllers Register is the exception: it is not open to public inspection.

Hong Kong Statutory Records Box: Physical vs Digital Records

Many companies now maintain their registers in digital form, stored on a secure server or in a cloud-based records management system. Cap. 622 permits registers to be kept in electronic form provided the information can be reproduced in legible written form. A “hong kong statutory records box” is a term sometimes used by service providers to describe a physical or digital container for these records. The Ordinance does not use that term. What matters is that the records are accessible, legible, and kept at the registered office or a notified prescribed place.

If the registers are kept in digital form, the company must ensure that the hardware or software needed to read them is available at the location where they are kept. A cloud-based register stored on a server outside Hong Kong is not compliant unless the company can demonstrate that the records are effectively kept at the Hong Kong address, for example through a local terminal that provides real-time access.

Practical Tips for the Company Secretary

The company secretary is responsible for maintaining the registers and ensuring they are up to date. Changes to the register of directors or register of company secretaries must be notified to the Companies Registry on Form ND2A (appointment or cessation) or Form ND2B (change of particulars). Changes to the register of members are recorded internally and notified through the annual return on Form NAR1.

If the company uses a service provider to maintain its registers, the provider’s address may be the prescribed place. File Form NR2 and ensure the registers remain accessible.

Update the Significant Controllers Register within 7 days of the company becoming aware of any change in the information recorded. The company must also take reasonable steps to identify its significant controllers and to require them to provide information.

Accounting Records: A Separate Requirement

The registers are distinct from the company’s accounting records. Cap. 622 requires a company to keep accounting records that are sufficient to show and explain its transactions and to enable the financial position of the company to be determined with reasonable accuracy. Keep these records for seven years from the date they are made. The accounting records may be kept at the registered office or at another place in Hong Kong. If they are kept elsewhere, notify the Registrar of the location using Form NR2.

Inspection and Penalties

Failure to maintain the registers or to keep them at the correct location is an offence under Cap. 622. The company and every responsible person, including every director and the company secretary, may be liable to a fine. The Registrar may also refuse to accept filings if the registers are not properly maintained.

Members and other authorised persons have the right to inspect the registers and to take copies. A company that refuses inspection without reasonable cause commits an offence.

Summary of Key Points

• Every Hong Kong company must maintain five registers: members, directors, company secretaries, charges, and significant controllers.
• The default location is the registered office. A different address in Hong Kong may be used, but the company must file Form NR2 within 14 days.
• The Significant Controllers Register is not open to public inspection.
• Digital registers are permitted, but the company must ensure they are accessible at the notified location.
• Accounting records must be kept for seven years and their location must also be notified if not at the registered office.

For further guidance, refer to the Companies Registry website (cr.gov.hk) and the Companies Ordinance (Cap. 622). Review the registers at least annually to ensure they are complete and accurate.