4 Important Registers to the Hong Kong Companies Registry

In addition to getting a company set up, you must know the Companies Ordinance in Hong Kong requires limited liability companies to have a designated Company Secretary. Once the company is up and running, the Companies Registry (CR) and Inland Revenue Department (IRD)  must be informed of all changes in the company’s particulars, including registered address, particulars of the shareholders, directors,  company secretary, and share capital changes.

A company register must be maintained by every company in Hong Kong. All registers must be kept at the registered office in Hong Kong. If they cannot be kept there for whatever reason and must be kept elsewhere, then your company must file a form NR2 to notify the Companies Registry where each register is kept. Please note this address must still be in Hong Kong and not anywhere else.

A company is a legal entity that is completely separate from its founders, executives and employees. The organization has to comply with the numerous arrangements in the Companies Ordinance.

Role of Company Secretary in Hong Kong

Every business operator has to wear several hats to cope with the competition in the market. At times, situations might become difficult to handle; this is where the role of Company Secretary comes in. Also, one of the critical requirements to bear in mind when forming a company in Hong Kong is appointing a Company Secretary in Hong Kong. An appointed Company Secretary will help you in many ways other than to check this requirement off the list.

It is one of the mandatory requirements set out by the Companies Ordinance. Therefore, when you register a Hong Kong company, you must appoint a Company Secretary. Without designating a qualified Company Secretary, a company cannot operate.

The Company Secretary will help you with the following:

• Run your company’s agenda and take minutes during board meetings
• File documents with Companies Registry, as required by statute
• Maintain the  company’s records and registers, both statutory and non-statutory
• Become the main link between a company and a registry office
• Is responsible for company deregistration when the company wants to cease operations
• Implement the board’s resolutions during meetings
• Prepare, record, store, and reproduce all statutory documents
• Apply for the company’s business registration certificate
• Advice on any issue in legislation, bankruptcy, and liquidation if the need arises.
• Prepare and submit any legal requirement requested by the Hong Kong government.

4 Important Registers

There are four major registers, which include the  Register of Director(S), Register of Company Secretary, Register of Members, Register of Significant Controllers.

What are Required Documents for Hong Kong Company Formation?

There are many ways to incorporate a company in Hong Kong. You can apply using the application online, use the CR e-filing mobile application that can be downloaded online, or submit the hard copy along with the fees.

Required documents: 

• Incorporation Form (Form NNC1 for a company limited by shares) or Form NNC1G (for a company not limited by shares)
• A copy of the company’s Articles of Association
• A Notice to Business Registration Office (IRBR1)

The Companies Registry will help you in getting the Certificate of Incorporation and Business Registration Certificate. Once you receive both documents issued by the Companies Registry, your Company Secretary prepares a few more documents in addition to 4 important registers that provide the foundation of a limited liability company.

The four important registers of Hong Kong companies registry. Each of them are explained below:

Register of Director

A Hong Kong company must maintain a register of directors. A register of directors must be in English. In case your company is a private company or a public company, then its register of director must contain the following:

• If the Hong Kong company director is a person, the full name containing given and surnames are required to be on the form. In case the director does not have an identity card, the director’s passport will work. 
• If the Hong Kong company director is a corporate body, the register must have the corporate name and the address of its registered office.

Every company needs at least one director on the board. Under section 158 of the Companies Ordinance, it is illegal not to have a director in your company. So, you need to maintain a proper register of directors with relevant details or particulars since the date of incorporation. Furthermore, the “Register of Member”, “Register of Company Secretaries”, “Register of Directors“ and ”Register of Significant Controllers” should be kept at the registered office of the company and is available for inspection by law enforcement officers at any time.

Register of Company Secretary

According to section 474(1) of the Companies Ordinance (Cap 622) (CO), every company must appoint a Company Secretary in Hong Kong. The Register of Company Secretaries includes the history of all the Company Secretaries that were appointed by the company since the date of incorporation.

Register of Members

The next is the Register of Members. This document can be maintained in either English or Chinese. All business managers need to keep this form at the registered address in Hong Kong. If you are not able to do this, then the company has to file Form NR2 notifying the Companies Registry.

To keep track of your members and shareholders (and their shares), you can use our sophisticated Equity management software Eqvista.

With this, you would be able to issue your company shares electronically. The best part of this platform is that you can share details with many people at once. The entire platform is free to use. Register to begin using the Eqvista platform.

Register of Significant Controllers

According to the Companies Ordinance (Cap 622), a Significant controller register is used to enhance the transparency of beneficial ownership. This new law came into effect on 1st March March 2018. This law basically protects the illegal purposes which are facilitated by the misuse of company structure like, hiding criminal proceeds, tax avoidance, or financing of the terrorist.  It acts as a  weapon against company structure misuse in the Significant controller register (SCR) regime, which is originally used to lengthen the Hong Kong law’s arm.

A significant controller consists of a registrable person and a registrable legal entry. Both of them are described below.

• Registrable Person – A registrable person is a person who has control over the company and is considered as a registrable legal entity.
• A Registrable Legal Entity – A registrable legal entity is a company and is a shareholder of the company. This company has significant control over the company.

If you fail to provide accurate information initially or update any of the registers during the renewal, your company would have committed a criminal offense. As stated by laws, your company and accountable individuals are liable to a level 4 fine, which starts at $25,000 HKD. This may also be subjected to a further penalty of $700 HKD each day for as long as the offense persists. Do not take this lightly, as some clients were discovered to have outdated information in their registers and particulars and were fined as a result. Remember to keep your information updated at all times. You may do it by yourself, through the CR or IRD websites directly, or you may contact us for assistance.

How can Startupr Help?

Now that you know all about the different registers a company needs to create or maintain a company, you should strive to keep all information updated. Because it is mandatory by law to appoint a Company Secretary, you should entrust a professional company for this type of company documentation. We can help clients manage and mitigate the risks of corporate non-compliance. That is why using secretarial services in which a company has operated for years is so important for your company’s success. With such help, administrative burdens will not be as troublesome as they seem. 

Additionally, it is worth considering a professional Company Secretary for your Hong Kong business. Startupr offers easy and trouble-free secretarial services in Hong Kong. All important documents will be stored in the cloud, and it is possible to access them from all corners of the world.