What are the 4 Main Registers for a Hong Kong Limited Company?
There are 4 main registers: Register of Director(s), Register of Company Secretary, Register of Members and Register of Significant Controllers.
Under the New Companies Ordinance in Hong Kong requires limited liability companies to have a designated Company Secretary. You must to inform the Companies Registry (CR) and Inland Revenue Department (IRD) since you start your business. If your company’s particulars have any update including registered address, information of shareholders, directors, company secretary and share changes. You have to update CR and IRD as well.
Register of Director
A Hong Kong company must maintain a register of directors. And it must be in English. Nevertheless, every company needs at least one director on the board. According to section 158 of the Company Ordinance stated that it is illegal not to have a director in your company. Therefore, you need to maintain a proper register of directors with relevant details or particulars since the incorporation.
Register of Company Secretary
Under section 474(1) of the Companies Ordinance (Cap 622), every company must appoint a Company Secretary in Hong Kong. The Register of Company Secretaries includes the record of all the Company Secretaries history.
Register of Member
Register of Member can be written in English or Chinese. All business managers need to keep this register at the registered address in Hong Kong. Otherwise, the company has to file Form NR2 notifying the Companies Registry.
Register of Significant Controllers
According to the Companies Ordinance (Cap 622), a Significant Controller Register is a tool to enhance the transparency of beneficial ownership. The new law rolled into effective on 1st March 2018. The purpose of the law is to avoid the misuses of company structure. For instance, hiding criminal proceeds, tax avoidance, or financing of the terrorist. It is a tool against company structure misuse in the Significant Controller Register regime.
A Significant Controller consists of 2 parts:
Registrable Person – a person who has control over the company and is considered as a registrable legal entity.
Registrable Legal Entity – a company and a shareholder of the company. This company has significant control over the company.
Where to keep your Company Records?
Every company should maintain the Company Records. Furthermore, the 4 main registers must be kept at the registered office in Hong Kong. If you are not going to keep the registers at your registered office. Then you have to file a form NR2 to notify the CR where do you keep each register. However, the registers still need to maintain in Hong Kong.
A company is a legal entity. That is totally separate from the founders, shareholder and employees. Thus, the organization itself has to comply with the numerous requirements in the Companies Ordinance.
What are the roles of a Company Secretary in Hong Kong?
We have emphasized the importance of appointing a professional Company Secretary in our previous blogs. Meanwhile a professional Company Secretary can jump in and deal with all the Company Ordinances. In fact, appointing a Company Secretary is a MUST in Hong Kong.
What are the jobs of a Company Secretary?
- Prepare and submit any legal requirement requested by the Hong Kong government.
- Prepare, record, store, and reproduce all statutory documents
- File documents with Companies Registry, as required by statute
- Run your company’s agenda and take minutes during board meetings
- 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
- Advice on any issue in legislation, bankruptcy, and liquidation if the need arises.
- Apply for the company’s business registration certificate
Last but not the least, 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. The accountable individuals are liable to a fine start at HKD25,000. Meanwhile, the further penalty of HKD700 per day for as long as the offense persists. So, please make sure your company registry is up to requirement of Company Ordinance.
Yet, you can keep your information update via CR or IRD website. Otherwise, your Company Secretary can help you.
For further information, please contact us.
You may want to read: COMPANY REGISTRY – FAILURE TO DELIVER ANNUAL RETURN