The answer first
A Hong Kong company must keep a set of statutory registers and minute books that record who owns it, who runs it and what decisions have been made. They are the company's legal memory. Banks, auditors, investors, buyers and the authorities rely on them, and gaps are one of the most common problems we find when we take on a new client.
Minutes of general meetings and board meetings, and written resolutions, must be kept for at least 10 years. Registers are normally kept at the registered office; if they are kept elsewhere in Hong Kong, the Companies Registry must be notified.
At a glance
- Core registers
- Members, directors, company secretaries, significant controllers; charges and debenture holders where relevant
- Minutes kept for
- At least 10 years
- Where kept
- Registered office, or another notified place in Hong Kong
- Significant Controllers Register
- Not public; available to law enforcement officers on demand
The registers and records
| Record | What it contains |
|---|---|
| Register of members | Names and addresses of shareholders, shares held, dates of entry and cessation |
| Register of directors | Particulars of directors, including reserve directors |
| Register of company secretaries | Particulars of the company secretary |
| Significant Controllers Register | Significant controllers and the designated representative |
| Register of charges | Charges over the company's assets, and copies of charge instruments |
| Register of debenture holders | Where the company has issued debentures |
| Minutes of general meetings and members' written resolutions | Kept for at least 10 years |
| Minutes of directors' meetings and written board resolutions | Kept for at least 10 years |
Where they are kept and who can see them
- Normally at the registered office, or another place in Hong Kong notified to the Companies Registry.
- Members can inspect certain registers free of charge; others may inspect some registers on payment of a fee, subject to the law.
- The Significant Controllers Register is not public; it is available to specified law enforcement officers on demand.
- Under the protected information regime, directors' usual residential addresses and full identification numbers are protected from public disclosure.
Key takeawayThe Annual Return filed each year must match the registers. When registers are not kept up to date, Annual Returns, bank reviews and due diligence all become harder.
Common problems
| Problem | Consequence |
|---|---|
| Share transfers not entered | Ownership disputes; wrong dividends; incorrect Annual Return |
| Board decisions not minuted | No evidence of authority for contracts, loans or bank mandates |
| Registers kept by a former provider | Records unavailable when needed; delays in transactions |
| Significant Controllers Register incomplete | Offence; bank and due diligence concerns |
Penalty exposureFailure to keep the required registers and minutes is an offence for the company and responsible officers. For the Significant Controllers Register, fines of up to HK$25,000 plus HK$700 per day apply.
Self-check: where do you stand?
| Question | If the answer is no |
|---|---|
| Do you know where your registers and minute books are right now? | Locate them and confirm they are at the registered office or a notified place |
| Does the register of members match your share certificates and Annual Return? | Reconcile and correct |
| Are all directors and the company secretary correctly recorded? | Update the registers and file any missing ND2A or ND2B |
| Are board decisions minuted or recorded as written resolutions? | Ratify past decisions where appropriate |
| Is the Significant Controllers Register complete? | Complete it and appoint a designated representative |
How DBMS Global can help
- Keeping your registers and minute books at our office as your registered office.
- Reconstructing and correcting registers that have fallen behind.
- Minutes and resolutions for every significant decision.
In summary
- Keep the full set of registers and minutes.
- Keep minutes for at least 10 years.
- Registers must match your filings.
Official references
- Companies Ordinance (Cap. 622): registers of members, directors and secretaries; minutes (sections 481 and 619)
- Companies Registry: New Inspection Regime, www.cr.gov.hk