### Companies Ordinance 《公司條例》

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.

### Companies Ordinance 《公司條例》

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

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.

### Companies Ordinance 《公司條例》

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.

### Companies Ordinance 《公司條例》

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.
(3) A company must keep the register of directors 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 directors 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 directors 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 directors 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 directors or reserve directors of the company, is kept as a register of directors 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.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

642. 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 directors 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.