Chapter: 32  COMPANIES ORDINANCE

Section Num: 95     Version Date 13/02/2004

Register of members

Register of Members

(1) Every company shall keep in the English or Chinese language a register of its members, and enter therein the following particulars-  (Amended 83 of 1995 s. 12)

(a) the names and addresses of the members, and in the case of a company having a share capital a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member;  (Amended 83 of 1995 s. 12; 28 of 2003 s. 39)

(b) the date at which each person was entered in the register as a member;

(c) the date at which any person ceased to be a member:

Provided that-

(i) where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares specified in paragraph (a);

(ii) in the case of a person referred to in paragraph (c), all entries in the register relating to such person at the date when he ceased to be a member may be destroyed after the expiry of a period of 30 years from that date.

(2) The register of members shall be kept at the registered office of the company and may be kept by the use of any method or means, mechanical or electrical or otherwise, which does not restrict the availability for public inspection in a legible form of the information contained in the register:

Provided that-

(a) if the work of making it up is done at an office of the company other than the registered office of the company, it may be kept at that other office; and

(b) if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, it may be kept at the office of that other person at which the work is done, so, however, that it shall not be kept at a place outside Hong Kong.

(3) Every company shall send notice to the Registrar in the specified form of the place where its register of members is kept and of any change in that place:  (Amended 3 of 1997 s. 30)

Provided that a company shall not be bound to send such notice where the register has, at all times since it came into existence or, in the case of a register in existence at the commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984), at all times since then, been kept at the registered office of the company.

(4) Where a company makes default in complying with subsection (1) or (2) or makes default for 14 days in complying with subsection (3), the company and every officer of the company who is in default shall be liable to a fine and, for continued default, to a daily default fine.  (Amended 7 of 1990 s. 2)

(Replaced 6 of 1984 s. 59)

[cf. 1948 c. 38 s. 110 U.K.]

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Note:

* Commencement date: 31 August 1984.