Division 2     Registers
Subdivision 1     Preliminary
625.
Interpretation
In this Division—
prescribed (訂明) means prescribed by regulations made under
section 657.

Subdivision 2     Register of Members
626.
Interpretation
In this Subdivision—
branch register (登記支冊) means, except in section 640, a
branch register of members kept under section 636.
627.
Register of members
(1) A company must keep in the English or Chinese language
a register of members.
(2) A company must enter in the register of members—
(a) the names and addresses of its members;
(b) the date on which each person is entered in the register
as a member; and
(c) the date on which any person ceases to be a member.
(3) In the case of a company having a share capital, the
company must enter in the register of members, with the
names and addresses of the members, a statement of—
(a) the shares held by each member, distinguishing each
share by its number so long as the share has a number;
and
(b) the amount paid or agreed to be considered as paid on
the shares of each member.
(4) A company must enter in the register of members the
particulars required under subsections (2) and (3) within 2
months after the company has received notice of the
particulars concerned.

(5) In the case of a person mentioned in subsection (2)(c), all
entries in the register relating to that person on the date on
which the person ceased to be a member may be destroyed
after the end of a period of 10 years from that date.
(6) A company must retain a copy of any details that were
included in the register of members immediately before the
commencement date of subsection (5) until 10 years after
the member concerned ceased to be a member.
(7) If a company contravenes subsection (1), (4) or (6), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.
628.
Place where register must be kept
(1) A company must keep its register of members at—
(a) the company’s registered office; or
(b) a prescribed place.
(2) A company must notify the Registrar of the place at which
the register of members is kept. The notice must be in the
specified form and delivered to the Registrar for registration
within 15 days after the register is first kept at that place.
(3) A company must notify the Registrar of any change (other
than a change of the address of the company’s registered
office) in the place at which the register of members is kept.
The notice must be in the specified form and delivered to
the Registrar for registration within 15 days after the
change.
(4) Subsection (2) does not require a company to notify the
Registrar of the place at which the register of members is
kept—(a) if, in the case of a register that came into existence on
or after the commencement date of this section, it has
at all times been kept at the company’s registered
office; or
(b) if—
(i) immediately before that commencement date, the
company kept a register for the purposes of
section 95 of the predecessor Ordinance; and
(ii) on and after that commencement date, that
register is kept as a register of members for the
purposes of section 627 at the place at which it
was kept immediately before that commencement
date.
(5) If a company contravenes subsection (1), (2) or (3), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.
629.
Statement that company has only one member
(1) If, after a person ceases to be a member of a company, the
number of members of the company falls to one, the
company must, within 15 days after the date on which the
cessation is entered in its register of members under section
627(2)(c), enter in the register—
(a) a statement that it has only one member; and
(b) the date on which it became a company having only
one member.
(2) If the membership of a company increases from one to 2
or more members, the company must, within 15 days after
the date on which the particulars of the new member are
entered in its register of members under section 627(2),
enter in the register—(a) a statement that it has ceased to have only one
member; and
(b) the date on which that event occurred.
(3) If a company contravenes subsection (1) or (2), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.
630.
Index of members
(1) A company having more than 50 members must keep an
index of the names of the members of the company, unless
its register of members is in a form that constitutes in itself
an index.
(2) The company must make any necessary alteration in the
index within 15 days after the date on which any alteration
is made in its register of members.
(3) The company must ensure that the index contains, in
respect of each member, a sufficient indication to enable
the account of that member in the register to be readily
found.
(4) The company must keep the index at the same place as its
register of members at all times.
(5) If a company contravenes subsection (1), (2), (3) or (4), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.631.
Right to inspect and request copy
(1) A member of a company is entitled, on request made in
the prescribed manner and without charge, to inspect the
register of members of the company, and the index of
members’ names, in accordance with regulations made
under section 657.
(2) Any other person is entitled, on request made in the
prescribed manner and on payment of a prescribed fee, to
inspect the register and index in accordance with
regulations made under section 657.
(3) A person is entitled, on request and on payment of a
prescribed fee, to be provided with a copy of the register or
index, or any part of it, in accordance with regulations
made under section 657.
632.
Power to close register of members
(1) A company may, on giving notice in accordance with
subsection (2), close its register of members, or the part of
it relating to members holding shares of any class, for any
period or periods not exceeding in the whole 30 days in
each year.
(2) A notice for the purposes of subsection (1)—
(a) if the company is a listed company, must be given—
(i) in accordance with the listing rules applicable to
the stock market; or
(ii) by advertisement in a newspaper circulating
generally in Hong Kong; and
(b) in the case of any other company, must be given by
advertisement in a newspaper circulating generally in
Hong Kong.(3) The period of 30 days mentioned in subsection (1) may be
extended in respect of any year by a resolution of the
company’s members passed in that year.
(4) The period of 30 days mentioned in subsection (1) must
not be extended for a further period or periods exceeding
30 days in the whole in any year.
(5) A company must, on demand, provide any person seeking
to inspect a register or part of a register that is closed
under this section with a certificate signed by the company
secretary of the company stating the period for which, and
by whose authority, it is closed.
(6) If a company contravenes subsection (5), the company,
and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
633.
Power of Court to rectify register
(1) If—
(a) the name of any person is, without sufficient cause,
entered in or omitted from the register of members of
a company; or
(b) default is made or unnecessary delay takes place in
entering in the register the fact of any person having
ceased to be a member,
a person aggrieved, or any member of the company, or the
company, may apply to the Court for rectification of the
register.
(2) If an application is made under subsection (1), the Court
may—
(a) refuse the application; or
(b) subject to section 167, order rectification of the
register and payment by the company of any damages
sustained by any party aggrieved.(3) Subject to section 167, on an application under subsection
(1), the Court—
(a) may decide any question relating to the title of any
person who is a party to the application to have the
person’s name entered in or omitted from the register,
whether the question arises—
(i) between members or alleged members; or
(ii) between members or alleged members on the one
hand and the company on the other hand; and
(b) generally may decide any question necessary or
expedient to be decided for rectification of the register.
(4) In the case of a company required by this Ordinance to
deliver particulars relating to its members to the Registrar
for registration, the Court, when making an order for
rectification of the register, must by its order direct notice
of the rectification to be given to the Registrar.
634.
Trusts not to be entered in register
No notice of any trust (whether expressed, implied or
constructive) may be—
(a) entered in the register of members of a company; or
(b) receivable by the Registrar.
635.
Register to be proof in the absence of contrary evidence
In the absence of evidence to the contrary, the register of
members is proof of any matters that are by this Ordinance
required or authorized to be inserted in it.
636.
Branch register of members
(1) A company having a share capital may keep in a place
outside Hong Kong a branch register of its members
resident there if it is authorized to do so by its articles.(2) A company that begins to keep a branch register must
deliver to the Registrar for registration a notice in the
specified form within 15 days after doing so, stating the
address where the branch register is kept.
(3) A company that keeps a branch register must deliver to the
Registrar for registration a notice in the specified form of
any change in the address where the branch register is kept,
within 15 days after the change.
(4) If a company contravenes subsection (2) or (3), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.
637.
Keeping of branch register
(1) A branch register must be kept in the same manner in
which the company’s register of members (the principal
register) is by this Ordinance required to be kept.
(2) A company that keeps a branch register may close it in the
same manner in which the principal register may be closed
under section 632 except that the advertisement mentioned
in that section must be inserted in a newspaper circulating
generally in the place in which the branch register is kept.
(3) A company that keeps a branch register—
(a) must cause a duplicate of it to be kept at the place at
which the company’s principal register is kept; and
(b) must, within 15 days after an entry is made in the
branch register—
(i) transmit a copy of the entry to its registered
office; and
(ii) update the duplicate of the branch register.(4) A duplicate of a branch register is to be regarded for all
the purposes of this Ordinance as part of the principal
register.
(5) Subject to the provisions of this Ordinance, a company
may by its articles make any provision that it thinks fit
respecting the keeping of branch registers.
(6) If a company contravenes subsection (3), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 4 and, in the
case of a continuing offence, to a further fine of $700 for
each day during which the offence continues.
638.
Transactions in shares registered in branch register
(1) The shares registered in a branch register of a company
must be distinguished from those registered in the
company’s register of members.
(2) No transaction with respect to any shares registered in
a branch register may, during the continuance of that
registration, be registered in any other register.
639.
Discontinuance of branch register
(1) A company may discontinue a branch register.
(2) If a company discontinues a branch register, all the entries
in that register must be transferred to—
(a) some other branch register kept in the same place
outside Hong Kong by the company; or
(b) the company’s register of members.
(3) If a company discontinues a branch register, it must within
15 days after the discontinuance deliver to the Registrar for
registration a notice in the specified form informing the
Registrar of—
(a) the discontinuance; and(b) the register to which all the entries have been
transferred.
(4) If a company contravenes subsection (3), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 4 and, in the
case of a continuing offence, to a further fine of $700 for
each day during which the offence continues.
640.
Provisions as to branch registers of non-Hong Kong companies
kept in Hong Kong
If under the law in force in any place outside Hong Kong,
companies incorporated under that law have power to keep in
Hong Kong branch registers of their members resident in Hong
Kong, the Financial Secretary may by order direct that—
(a) those branch registers must be kept at a place in Hong
Kong as specified in the order;
(b) sections 631 and 633, subject to any modifications and
adaptations specified in the order, apply to and in
relation to those branch registers kept in Hong Kong
as they apply to and in relation to the registers of
members.
 

Subdivision 3     Register of Directors
641.
Register of directors
(1) A company must keep in the English or Chinese language
a register of directors.
(2) Subject to section 56(5), (6)(a) and (7)(a), a company must
enter in the register of directors the required particulars
specified in section 643 of each person who is a director or
reserve director (if any) of the company.

Subdivision 4     Register of Company Secretaries
648.
Register of company secretaries
(1) A company must keep in the English or Chinese language
a register of company secretaries.
(2) A company must enter in the register of company
secretaries the required particulars specified in section 650
of a person who is, or persons who are the company
secretary or joint company secretaries of the company.
(3) A company must keep the register of company secretaries
at—
(a) the company’s registered office; or
(b) a prescribed place.
(4) A company must notify the Registrar of the place at which
the register of company secretaries is kept. The notice must
be in the specified form and delivered to the Registrar for
registration within 15 days after the register is first kept at
that place.
(5) A company must notify the Registrar of any change (other
than a change of the address of the company’s registered
office) in the place at which the register of company
secretaries is kept. The notice must be in the specified form
and delivered to the Registrar for registration within 15
days after the change.
(6) Subsection (4) does not require a company to notify the
Registrar of the place at which the register of company
secretaries is kept—
(a) if, in the case of a register that came into existence on
or after the commencement date of this section, it has
at all times been kept at the company’s registered
office; or(b) if—
(i) immediately before that commencement date, the
company kept a register for the purposes of
section 158 of the predecessor Ordinance; and
(ii) on and after that commencement date, that
register, in so far as it relates to the company
secretary or joint company secretaries of the
company, is kept as a register of company
secretaries for the purposes of subsection (1) at
the place at which it was kept immediately before
that commencement date.
(7) If a company contravenes subsection (1), (2), (3), (4) or (5),
the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.
649.
Right to inspect and request copy
(1) A member of a company is entitled, on request made in
the prescribed manner and without charge, to inspect the
register of company secretaries of the company in
accordance with regulations made under section 657.
(2) Any other person is entitled, on request made in the
prescribed manner and on payment of the prescribed fee,
to inspect the register in accordance with regulations made
under section 657.
(3) A person is entitled, on request and on payment of a
prescribed fee, to be provided with a copy of the register,
or any part of it, in accordance with regulations made
under section 657.650.
Particulars of company secretaries to be registered
(1) The register of company secretaries of a company must
contain the following particulars with respect to the
company secretary or, if there are joint company
secretaries, with respect to each of them—
(a) if the company secretary is a natural person—
(i) the present forename and surname, former
forename or surname (if any), and aliases (if any);
(ii) the correspondence address; and
(iii) the number of the identity card or, if the company
secretary does not have an identity card, the
number and issuing country of any passport held
by the company secretary; and
(b) if the company secretary is a body corporate, the
corporate name and the address of its registered or
principal office.
(2) If all the partners in a firm are joint company secretaries
of a company, the name and principal office of the firm
may be stated instead of the particulars mentioned in
subsection (1)(a) or (b).
(3) In this section—
forename (名字) includes a Christian or given name;
surname (姓氏), for a person usually known by a title different
from the person’s surname, means that title.
(4) For the purposes of subsection (1)(a)(ii), a correspondence
address must be a place in Hong Kong and must not be a
post office box number.
(5) In this section, a reference to a former forename or
surname does not include—(a) in relation to a person—
(i) a forename or surname that was changed or
ceased to be used before the person attained the
age of 18 years; and
(ii) a forename or surname that has been changed or
ceased to be used for a period of at least 20 years;
(b) in relation to a person usually known by a title
different from the person’s surname, the name by
which the person was known before the adoption of
or succession to the title; and
(c) in relation to a married woman, a name or surname
by which she was known before her marriage.
(6) The Financial Secretary may, by notice published in the
Gazette, amend subsection (1), (2), (3), (4) or (5).
651.
Protection of identification number from inspection
(1) Despite section 649(1), (2) and (3), a company may
withhold the number of the identity card or passport of a
company secretary contained in its register of company
secretaries from a person who inspects the register or
requests for a copy of it or any part of it.
(2) A company may only exercise the power under subsection (1)
in the prescribed manner and to the prescribed extent.
652.
Duty to notify Registrar of appointment and change
(1) If a person or persons are appointed as company secretary
or joint company secretaries of a company otherwise than
under section 474(2) or (3), the company must, within 15
days after the appointment, deliver to the Registrar for
registration a notice in the specified form containing the
company
secretary’s
or
joint
company
secretaries’
particulars specified in its register of company secretaries.(2) If a person ceases to be a company secretary of the
company or there is any change in the particulars contained
in the register of company secretaries of a company, the
company must, within 15 days after the cessation or
change, deliver to the Registrar for registration a notice in
the specified form containing—
(a) the particulars of the cessation or change and the date
on which it occurred; and
(b) any other particulars that are specified in the form.
(3) If a company contravenes subsection (1) or (2), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.
653.
Duty of company secretary to make disclosure
(1) A company secretary of a company must give notice to the
company of matters relating to the company secretary that
are required for the purposes of sections 650 and 652.
(2) A person who contravenes subsection (1) commits an
offence and is liable to a fine at level 4.
 

Division 3     Company Records
654.
Meaning of company records
In this Division—
company records (公司紀錄) means any register, index,
agreement, memorandum, minutes or other document
required by this Ordinance to be kept by a company, but
does not include accounting records.

655.
Form of company records
(1) A company must adequately record for future reference the
information required to be contained in any company
records.
(2) Subject to subsection (1), company records may be—
(a) kept in hard copy form or in electronic form; and
(b) arranged in the manner that the directors of the
company think fit.
(3) If the records are kept in electronic form, the company
must ensure that they are capable of being reproduced in
hard copy form.
(4) If any company records required by this Ordinance to be
kept by a company are kept by the company by recording
the information in question in electronic form, any duty
imposed on the company under this Ordinance to allow
inspection of the company records is to be regarded as a
duty to allow inspection of—
(a) a reproduction of the recording, or the relevant part
of the recording, in hard copy form; or
(b) if requested by the person inspecting the recording,
the recording, or the relevant part of the recording, by
electronic means.
(5) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3 and, in the
case of a continuing offence, to a further fine of $300 for
each day during which the offence continues.
(6) If a company contravenes subsection (3), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
(7) In this section—in electronic form (電子形式) means in the form of an electronic
record;
in hard copy form (印本形式) means in a paper form or similar
form capable of being read.
656.
Duty to take precautions against falsification
(1) If company records are kept otherwise than by making
entries in a bound book, a company—
(a) must take adequate precautions to guard against
falsification; and
(b) must take adequate steps to facilitate the discovery of
the falsification.
(2) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
657.
Regulations about keeping and inspection of company records and
provision of copies
(1) The Financial Secretary may make regulations to—
(a) provide for the obligations of a company that is
required by any provision of this Ordinance—
(i) to keep any company records;
(ii) to make available for inspection any company
records; or
(iii) to provide copies of any company records or trust
deeds;
(b) prescribe the fees payable in respect of company
records or trust deeds; and
(c) prescribe any other thing that is required or permitted
to be prescribed under this Ordinance in respect of
company records or trust deeds.(2) The regulations may—
(a) prescribe places other than a company’s registered
office at which company records are required to be
kept;
(b) prescribe the manner in which a request for inspection
is to be made;
(c) require a company to inform a person of the most
recent date on which alterations were made to a
register or an index;
(d) make provision as to the time, duration and manner
of inspection, including the circumstances in which
and the extent to which the copying of information is
permitted in the course of inspection;
(e) define what may be required of a company as regards
the nature, extent and manner of extracting or
presenting any information for the purposes of
inspection or the provision of copies;
(f) make provision as to the time within which a copy of
company records, or a copy of a trust deed, must be
provided; and
(g) prescribe the manner in which and the extent to which
a company may exercise the power under section 644
or 651.
(3) Regulations made under subsection (2)(a) may, in relation
to a provision of this Ordinance requiring a company to
keep any company records—
(a) prescribe a place—
(i) by reference to the company’s principal place of
business or the place at which the company keeps
any other records; or
(ii) in any other way;(b) provide that that provision is not complied with by
keeping company records at a place prescribed in the
regulations unless conditions prescribed in the
regulations are met; and
(c) prescribe more than one place in relation to that
provision.
(4) Regulations made under subsection (1), (2) or (3) may
provide that—
(a) if a company contravenes any of the regulations made
under subsection (1), (2) or (3), an offence is
committed by—
(i) the company; and
(ii) every responsible person of the company;
(b) a person who commits an offence mentioned in
paragraph (a) is liable to a fine not exceeding level 5
and, in the case of a continuing offence, to a further
fine not exceeding $1,000 for each day during which
the offence continues;
(c) the Court may—
(i) by order compel an immediate inspection of
company records;
(ii) by order direct that a copy of company records,
or a copy of a trust deed, be provided to a person
entitled to be provided with the copy; and
(iii) make any order as to the time, duration and
manner of inspection, including the circumstances
in which and the extent to which the copying of
information is permitted in the course of
inspection; and(d) if company records or a trust deed is kept at the office
of a person other than the company concerned, an
order mentioned in paragraph (c) may be made against
that other person and that other person’s officers and
other employees (if any).
(5) Nothing in any provision of this Ordinance or in the
regulations made under this section is to be construed as
preventing a company—
(a) from providing more extensive facilities than are
required by the regulations; or
(b) if a fee may be charged, from charging a lesser fee
than that prescribed or none at all.
(6) In this section—
trust deed (信託契據) means a trust deed or any other document
securing the issue of debentures.
 

Division 4     Registered Office and Publication of Company Names
658.
Registered office of company
(1) A company must have a registered office in Hong Kong to
which all communications and notices may be addressed.
(2) The intended address of a company’s registered office
stated in the incorporation form registered in respect of the
company is to be regarded as the address of its registered
office with effect from the date of its incorporation until a
notice of change in respect of the address is delivered to
the Registrar under subsection (3).

Division 5     Annual Return
662.
Requirement to deliver annual return
(1) A private company must in respect of every year (except
the year of its incorporation) deliver to the Registrar for
registration an annual return specified in subsection (5)
within 42 days after the company’s return date.
(2) The company’s return date mentioned in subsection (1) is,
in respect of a particular year, the anniversary of the date
of the company’s incorporation in that year.
(3) A public company or a company limited by guarantee must
in respect of every financial year deliver to the Registrar
for registration an annual return specified in subsection (5)
within 42 days after the company’s return date.
(4) The company’s return date mentioned in subsection (3) is,
in respect of a particular financial year—
(a) if the company is a public company, the date that is
6 months after the end of its accounting reference
period; and
(b) if the company is a company limited by guarantee, the
date that is 9 months after the end of its accounting
reference period.
(5) An annual return under this section must comply with the
requirements under section 664.
(6) If a company contravenes subsection (1) or (3), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5
and, in the case of a continuing offence, to a further fine of
$1,000 for each day during which the offence continues.(7) If a person is convicted of an offence under subsection (6),
the magistrate may, in addition to any penalty that may
be imposed, order that the person must, within a time
specified in the order, do the act that the person has failed
to do.
(8) A person who contravenes an order under subsection (7)
commits an offence and is liable to a fine at level 5 and, in
the case of a continuing offence, to a further fine of $1,000
for each day during which the offence continues.
(9) In this section—
accounting reference period (會計參照期) has the meaning given
by section 368.
663.
Exemption of dormant company from requirement to deliver
annual return
(1) Section 662 does not apply to a company that is a dormant
company under section 5(1).
(2) If such a company enters into an accounting transaction,
subsection (1) ceases to have effect on and after the date of
the accounting transaction.
664.
Contents of annual return
(1) A company’s annual return under section 662 must—
(a) be in the specified form; and
(b) contain, with respect to the company, the particulars
specified in the form.
(2) Without limiting section 23, the Registrar may, for the
purposes of this section, specify different forms or
particulars in relation to different types of companies.
(3) Without limiting subsection (1), an annual return under
section 662 must—(a) contain the information specified in Schedule 6; and
(b) be accompanied by the documents specified in that
Schedule.
(4) Despite subsection (3), if—
(a) an annual return is required to be delivered by a
private company under section 662(1) in respect of a
year; and
(b) at any time during the year—
(i) the company registers any transfer of shares in
the company in contravention of the restriction
imposed by the company’s articles;
(ii) the membership of the company exceeds the
number specified in section 11(1)(a)(ii); or
(iii) the company makes an invitation to the public to
subscribe for any shares or debentures of the
company,
the annual return must contain the information, and be
accompanied by the documents, specified in subsection (5)
instead.
(5) The information and documents are—
(a) information and documents specified for the purposes
of a public company in Schedule 6; and
(b) information and documents that relate to the financial
year of the company ending on a date within the year
in respect of which the annual return is required to be
delivered.
(6) The Court may, on the application of the company or a
person interested in the matter, order that subsection (4)
does not apply to the company.
(7) The Court may make the order on any terms and
conditions that the Court thinks just and expedient.

(8) The Court must not make the order unless the Court is
satisfied that—
(a) the occurrence of the event mentioned in subsection
(4)(b)(i), (ii) or (iii) was accidental;
(b) it was due to inadvertence or to some other sufficient
cause that the event occurred; or
(c) it is just and equitable to grant the relief on other
grounds.
665.
Construction of reference to annual return
A reference in this Ordinance to a company’s last annual return,
or to an annual return delivered in accordance with section 662,
is to be construed as including (so far as necessary to ensure
the continuity of the law) a return made up to a date before
the commencement date of that section, or forwarded to the
Registrar in accordance with the predecessor Ordinance.