Understanding the register of members in Hong Kong

What Is the Register of Members?

The register of members is the statutory record of every shareholder in a Hong Kong company. The Companies Ordinance (Cap. 622) requires this statutory book from incorporation until the company is dissolved. Keep it at the registered office, or at another location notified to the Companies Registry on Form NR2.

Required Particulars

For each member, the register must record their name and address, the class and number of shares held, and the amount paid or agreed to be considered as paid on the shares. Enter the date the person became a member and the date they ceased to be a member. For shares with no par value, record the number of shares rather than a nominal value.

Maintaining the Register of Members in Hong Kong

Update the register whenever shares are allotted or transferred. On an allotment, file Form NSC1 (Return of Allotment) with the Companies Registry and enter the new member's details. On a transfer, update the register only after the instrument of transfer is stamped by the Inland Revenue Department and the board approves the transfer.

Company Share Register and Inspection

Any person may inspect the company share register upon payment of the prescribed fee. Members may inspect free of charge. Provide a certified true copy of the register on request. The register itself is not filed with the Companies Registry, but the annual return (Form NAR1) lists the members as at the return date.

Maintaining Register of Members

The company secretary is typically responsible for maintaining the register of members. Keep the register current at all times. Make entries promptly after each allotment or transfer. The register is a legal record and must not contain false entries. Failure to maintain the register is an offence under Cap. 622.

Hong Kong Share Transfer Register

The share transfer register is not a separate register. When shares are transferred, record the transfer in the register of members by deleting the transferor's entry and adding the transferee. The instrument of transfer, together with the bought and sold notes, must be stamped before the transfer is recorded. Stamp duty of 0.1% from buyer and 0.1% from seller, plus a fixed HK$5, is payable on the instrument.