Definition of a company minute book in Hong Kong
A Hong Kong company's minute book holds its resolutions, meeting minutes and other statutory records as required by law.
What Is a Minute Book in a Hong Kong Company
A minute book is the official collection of a company's resolutions and meeting records. It is the central record of decisions taken by directors and shareholders in any Hong Kong company. The minute book forms part of the statutory books that every company must maintain under the Companies Ordinance (Cap. 622).
Contents of a Company Minute Book
The company minute book holds the minutes of board meetings and general meetings, as well as written resolutions passed without a meeting. It also contains notices of meetings, proxies, and any resolutions relating to changes in directors, share allotments, or amendments to the articles of association.
Statutory Books Hong Kong
The minute book is one of several statutory books Hong Kong companies must keep. Others include the register of members, register of directors and company secretary, register of charges, and the Significant Controllers Register. The Companies Ordinance requires these records to be kept at the registered office or another prescribed place in Hong Kong, and Form NR2 notifies the Registrar of the location.
Company Records Hong Kong
Company records Hong Kong law requires include the Certificate of Incorporation, the Business Registration Certificate, the company seal (if adopted), and all minutes and resolutions. The company secretary is typically responsible for maintaining these records. Accounting records must be kept for seven years.
Hong Kong Company Records and Legal Requirements
Hong Kong company records must be available for inspection by members and directors. A certified true copy of the minute book may be required when the company applies for a bank account, a loan, or a licence. The Companies Registry does not require the minute book to be filed, but it must be produced if the Registrar requests an inspection.
The minute book is a legal requirement under Cap. 622, and failing to maintain it is an offence. Each entry should record the date, the persons present, and the decisions reached. Written resolutions signed by all members are as valid as resolutions passed in meetings and must be filed in the minute book.
Sources
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