### Companies Ordinance 《公司條例》

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.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

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.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

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.

### Companies Ordinance 《公司條例》

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.