What belongs in the Hong Kong statutory records box (green box)

What Belongs in the Hong Kong Statutory Records Box

A Hong Kong private company limited by shares must maintain a set of statutory records from its day of incorporation. These are commonly known as the hong kong statutory records box, or in practice, the "green box" supplied by company secretaries. The green box itself is not a legal requirement; the documents it contains are mandatory under the Companies Ordinance (Cap. 622).

These records are the company's official memory. They prove ownership, management, decisions, and secured charges. The Companies Registry expects these records to be accurate and up to date at all times. Failure to maintain them can result in penalties and, in serious cases, prosecution of every officer in default.

Hong Kong Company Statutory Registers

The core of the green box is a set of registers required by the Companies Ordinance. These are the hong kong company statutory registers that record the company's key personnel and events.

Register of members - This register lists every shareholder, the number of shares each holds, the class of shares (if more than one class exists), the date each person became a member, and the date any person ceased to be a member. The register must be kept at the company's registered office or at another location in Hong Kong notified to the Registrar by Form NR2. A company with fewer than 50 members may keep the register in a bound book. Larger companies often use a loose-leaf system or an electronic register, provided the information can be reproduced in legible form.

Register of directors - This register records the full name and residential address of each director. It notes their other directorships held in the past five years. It records the date of appointment and the date of cessation. For a director who is a natural person, the register must show their identity card or passport number. The register must be open for inspection by any member without charge and by any other person on payment of a prescribed fee.

Register of company secretaries - If the company secretary is a natural person, the register records their name and residential address, plus their identity details. If the secretary is a body corporate, the register records its corporate name and registered or principal office address. A company with only one director cannot appoint that same person as its sole company secretary. The register will therefore show a separate individual or a corporate secretary.

Register of charges - This register records every charge (mortgage or other security) created by the company over its assets. The entry must include the date the charge was created, the amount secured, the property charged, and the name of the chargee. The company must deliver particulars of each charge to the Companies Registry within one month of creation. The Registrar's certificate of registration must be kept with the register.

Significant Controllers Register - Since 2018, every Hong Kong company must maintain a register of persons with significant control. A person is a significant controller if they hold more than 25% of the shares or voting rights, or if they otherwise exercise significant influence or control. The register must state the controller's name, address, identification details, the date they became a controller, and the nature of their control. The company must appoint a designated representative to provide the register to law enforcement officers on demand. This representative may be a director, the company secretary, or an external professional firm.

Hong Kong Green Box Contents

The hong kong green box contents extend beyond the registers. The following documents must also be kept with the statutory records or at the registered office.

Certificate of Incorporation - Issued by the Companies Registry when the company is formed, it shows the company name, the company number, the date of incorporation, and confirms that the company is a limited liability entity. Keep the original certificate in the green box. A certified copy is often kept at the registered office for inspection.

Business Registration Certificate - Issued by the Inland Revenue Department under the Business Registration Ordinance (Cap. 310), this certificate must be displayed at the registered office or at each place of business. The green box should contain the current certificate and copies of previous certificates. The certificate is available as a 1-year or 3-year certificate. Renew it before it expires.

Articles of association - Every company incorporated under Cap. 622 has articles of association. If the company adopted the model articles on incorporation, a copy of the model articles should be in the green box. If the company filed bespoke articles with Form NNC1, the registered copy from the Companies Registry must be kept.

Minutes of meetings - The company must keep minutes of all board meetings, committee meetings, and shareholder meetings. The minutes must be signed by the chair of the meeting or the chair of the next meeting. They must be kept for at least ten years. The green box should contain a minute book or a binder with the signed minutes in chronological order.

Share certificates - While share certificates are not strictly a statutory record, they evidence ownership and are usually kept in the green box. The company must have a share certificate for each issued share or block of shares, signed by at least one director and the company secretary.

Form NNC1 and Form NNC3 - The incorporation documents filed with the Companies Registry should be kept as a permanent record. Form NNC1 is the application for incorporation. Form NNC3 is the consent to act as first director. These forms confirm the company's original structure and the persons who first held office.

Hong Kong Statutory Books Requirements

The hong kong statutory books requirements under Cap. 622 specify where the records must be kept and how they must be maintained.

The records may be kept at the company's registered office in Hong Kong. Alternatively, they may be kept at another location in Hong Kong notified to the Registrar by filing Form NR2. The registered office cannot be a post office box. It must be a physical address where documents can be served.

Records may be kept in hard copy or in electronic form. If kept electronically, the company must be able to produce a legible hard copy on demand. The Companies Registry does not prescribe a specific format. The records must be kept in a way that allows inspection without difficulty.

Update every register within a reasonable time after any change. When a new director is appointed, update the register of directors promptly. When a shareholder transfers shares, update the register of members and cancel the old entry.

The company must keep the records for the following minimum periods:

• Register of members: until the company is dissolved.
• Register of directors and secretaries: until the company is dissolved.
• Register of charges: until the charge is satisfied and the company is dissolved.
• Significant Controllers Register: until the company is dissolved.
• Minutes of meetings: at least ten years from the date of the meeting.

Failure to maintain the statutory records is an offence under Cap. 622. Every officer in default, including the directors and the company secretary, may be liable to a fine. The Companies Registry may prosecute if the records are not produced for inspection when required.

Practical Note on the Green Box

The green box is a physical or electronic container that holds all the documents described above. Many company secretarial firms supply a green box to new clients as a standard service. The box itself has no legal status. The contents are the company's legal identity on paper. A company that cannot produce its statutory records when asked by the Companies Registry, the Inland Revenue Department, or a law enforcement officer is in breach of the law.

If the company changes its registered office, file Form NR1 with the Companies Registry and move the statutory records to the new address. If the records are kept at a location other than the registered office, file Form NR2 to notify the Registrar of that location.

The designated representative for the Significant Controllers Register must be available to provide the register to a police officer or an officer of the Companies Registry within a reasonable time. The designated representative may be a director, the company secretary, or an external person who has consented to act.

For a newly incorporated company, assemble the green box on the day of incorporation. The Certificate of Incorporation and the Business Registration Certificate arrive from the government. The company secretary should insert the registers, the articles, and the minutes of the first board meeting. From that point, record every change to the company's structure or personnel in the relevant register and file the corresponding statutory form with the Companies Registry.