Hong Kong statutory registers inspection rights: who can see what and when

Hong Kong Statutory Registers: Inspection Rights and Who Can See What

A Hong Kong company must keep several statutory registers at its registered office or another prescribed place in Hong Kong under the Companies Ordinance (Cap. 622). These registers record the company’s members, directors, company secretary, share capital, charges and significant controllers. Public access varies. The register of members and the register of directors are publicly inspectable at the Companies Registry. The significant controllers register is not; only law enforcement and the company’s designated representative may access it.

Public Inspection of the Register of Directors and Company Secretary

The register of directors and company secretary is held at the registered office or a prescribed place. Section 662 of Cap. 622 requires the company to keep it available for inspection. Any person may inspect this register at the registered office during business hours without charge. It contains the full name, residential address, other directorships and the date of appointment or resignation of each director. For the company secretary, it records name, address and the date of appointment or resignation.

A copy of the register can also be obtained at the Companies Registry through a company search. The Companies Registry maintains a searchable database of particulars of directors derived from statutory forms filed by the company, such as Form ND2A (notice of change of director). Anyone can see who is running a Hong Kong company by searching the company’s name at the Companies Registry.

Public Inspection of the Register of Members (Shareholder Register)

The register of members, also known as the shareholders register, is a statutory register kept under section 625 of Cap. 622. It records the names and addresses of all members, the number and class of shares each holds, the amount paid or agreed to be paid on the shares, and the date each person became and ceased to be a member.

This register is publicly inspectable. Any person may inspect it at the registered office or prescribed place where it is kept. The company may charge a fee for inspection, but the fee is limited to what is reasonable. A copy of the register can also be obtained through the Companies Registry by ordering a company search. Competitors, journalists or anyone else can see who owns shares in a Hong Kong company. For private companies the list of members is often not disclosed in full at the Companies Registry because the company only files a list of members with its annual return (Form NAR1) where the number of members is 50 or fewer. Where the company has more than 50 members, the full list must be filed.

Hong Kong Company Register Inspection - What the Companies Registry Holds

The Companies Registry does not hold the original statutory registers. It holds the documents that companies file. From those filings, the details of directors, members and charges can be extracted. A hong kong company register inspection at the Companies Registry allows a searcher to view:

• The registered office address
• The names and addresses of directors and the company secretary
• The issued share capital and class of shares
• The register of charges (mortgages and charges over company assets)
• The annual return (Form NAR1) which includes a list of members and their shareholdings
• The articles of association
• The certificate of incorporation
• Any changes to the above (e.g. change of registered office, change of directors, allotment of shares)

The fee for inspecting the Companies Registry’s online database is HK$10 per search. A certified copy of any document costs HK$50.

Hong Kong Statutory Books Inspection - What the Company Must Keep Available

A hong kong statutory books inspection refers to the physical registers that the company must keep at its registered office or a prescribed place. Under Cap. 622, every company must keep the following statutory books:

The company must keep these registers at its registered office or a prescribed place in Hong Kong and notify the Companies Registry of the address if it is not the registered office. If the company fails to keep the registers available for inspection, the company and every responsible person (director or company secretary) commits an offence and is liable to a fine of up to HK$5,000.

Hong Kong SCR Register Not Public

The significant controllers register (SCR) is the most restricted of the statutory registers. Hong Kong introduced the SCR on 1 March 2018 to improve corporate transparency and combat money laundering. Under section 653ZC of Cap. 622, the SCR must be kept at the registered office or a prescribed place in Hong Kong. The register records all individuals or legal entities that hold more than 25% of the issued shares or voting rights in the company.

The hong kong scr register not public is the explicit legislative position. The register is not open to public inspection. Only the following persons may inspect it:

• Law enforcement agencies (the Hong Kong Police, the ICAC, the Customs and Excise Department, the Inland Revenue Department, and the Securities and Futures Commission) for the purpose of preventing or detecting crime
• The company’s designated representative (who must assist law enforcement with access to the register)
• A person authorised by the company in writing (but this is unusual and not required by law)

No member of the public, including journalists, competitors or creditors, can view the SCR. If a person attempts to inspect the register without authorisation, the company may refuse and is not required to disclose the identity of its significant controllers.

Register of Charges - Publicly Inspectable

The register of charges is a statutory register kept under section 334 of Cap. 622. It records all mortgages, charges and debentures created by the company over its assets. This register is publicly inspectable both at the registered office and through the Companies Registry. When a charge is created, the company must file particulars with the Companies Registry within one month using Form NM1 (statement of particulars of a charge). The Companies Registry then makes this information available for public search.

The register of charges matters for creditors and potential lenders because it shows which assets are already encumbered. A search of the charges register at the Companies Registry costs HK$10.

Inspection Rights for Members Vs. the Public

Members of the company have broader inspection rights than the general public. Under Cap. 622, a member may inspect:

• The register of members (section 625) - free of charge
• The register of directors and company secretary (section 662) - free of charge
• The register of charges (section 334) - free of charge
• Minutes of general meetings (section 618)
• The company’s financial statements and reports
• The significant controllers register - only if the member is also a significant controller? No, a member has no statutory right to inspect the SCR. Only the designated representative and law enforcement have that right.

The public may inspect the registers of directors, members and charges at the registered office or at the Companies Registry. The company may charge a fee for inspection by the public, but the fee must be reasonable. For the register of members, the fee is capped at HK$20 for each inspection.

Accessing the Registers Through the Companies Registry

To inspect a company’s statutory registers through the Companies Registry:

1. Visit the Companies Registry’s website at https://www.cr.gov.hk/en/home/index.htm
2. Use the Integrated Companies Registry Information System (ICRIS) online search
3. Enter the company’s name or the company’s registration number
4. Pay the search fee (HK$10 per search)
5. View or download the documents

The documents available include Form NAR1 (annual return), Form ND2A (change of director), Form NM1 (charge), and Form NNC1 (first annual return after incorporation). These documents contain the particulars of directors, members and charges that appear in the statutory registers.

Practical Implications for Business Owners

Business owners should understand the following:

• The registered office address is public. Anyone can see where the company is registered.
• The names and addresses of directors and the company secretary are public. If a director wishes to keep their residential address private, they may apply to the Companies Registry to use a service address instead.
• The shareholding structure of a private company is visible through the annual return, but only the shareholders of record on the return date appear. If the company has changed shareholders since the last return, the public cannot see that until the next return is filed.
• The significant controllers register is private. The beneficial ownership of a Hong Kong company is not publicly searchable. Law enforcement may access it. Competitors and the general public cannot.
• The charges register is public. Any lender or supplier can check whether the company’s assets are already charged to another creditor.

Summary of Access Rights by Person