What are the statutory books of a Hong Kong company
Hong Kong companies must maintain five statutory registers, including members, directors and charges, at their registered office.
Statutory Books Hong Kong: The Five Core Registers
Every Hong Kong company must maintain a set of statutory books hong kong law requires under the Companies Ordinance (Cap. 622). These are the official records that document the company's structure, ownership and obligations. The Registrar of Companies may inspect them, and failure to keep them up to date is an offence.
Hong Kong Company Registers
The five mandatory registers are:
- Register of members - records every shareholder, their shareholding and the dates of entry and cessation.
- Register of directors - lists each director's full name, address, nationality and other particulars.
- Register of company secretaries - contains the same detail for the company secretary.
- Register of charges - records every mortgage or charge created by the company.
- Significant Controllers Register - identifies any person who holds more than 25% of the issued shares or voting rights, or who otherwise exercises significant control.
Company Statutory Records
The registers and other company statutory records must be kept at the company's registered office or at another prescribed place in Hong Kong. If they are not at the registered office, the company must notify the Registrar on Form NR2. The records must be available for inspection by members and, where the law permits, by the public.
Maintaining Statutory Books
Maintaining statutory books is an ongoing obligation. Each register must be updated within the time limits set by the Companies Ordinance. For example, a change of director must be filed on Form ND2A, and the register of directors must be amended at the same time. Accounting records must be kept for seven years.
Hong Kong Statutory Registers
The Hong Kong statutory registers are not merely administrative. A member may request a copy of the register of members, and the company must supply a certified true copy within a prescribed period. The Significant Controllers Register is not open to public inspection, but the company must designate a representative to assist law enforcement.
The company secretary is responsible for ensuring the registers are accurate and that changes are notified to the Companies Registry promptly.
Sources
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