Hong Kong Company Green Box: Contents and What You Need

At a glance

The commonest misconception: “green box” sounds like a piece of statutory equipment. The law only requires the company to have certain documents and registers — nowhere does it say they must live in a green box.

Where does the green box come from?

By tradition, a company secretarial firm or accountant hands over the complete set of company documents and chops in a green hard-cover box after incorporation — hence the name. The colour is industry habit with no legal meaning; some providers use blue or black, and the contents are identical.

So when comparing providers, do not judge the box. Judge whether what is inside is complete, and whether anyone will keep it updated afterwards.

Item by item: what is usually inside

Printed articles of association (usually several copies) — the company’s rulebook, covering shares, directors’ powers and meeting procedure. Banks and counterparties to major contracts routinely ask for a certified copy. What the articles say and whether you can change them: guide to the articles of association.

The statutory registers — five of them: members (shareholders), directors, company secretaries, significant controllers, and charges. This is the most legally loaded part of the box; every share transfer and every change of director has to be recorded. What each register holds and the penalties: the statutory registers guide.

The share certificate book — blank certificates with counterfoils. Certificates are issued to shareholders as evidence of their shareholding; the counterfoil stays in the book. Share transfers and bank verifications of ownership both come back to it.

The three chops — the signature chop (rectangular rubber stamp bearing the company name and “For and on behalf of”, stamped beside signatures on cheques and documents); the small round chop (round rubber stamp for receipts, quotations and day-to-day paperwork); and the common seal (metallic, with the company name engraved, leaving an embossed impression on paper).

What is legally required, and what is just tradition?

The dividing line is clean: the documents and registers are required; none of the chops is.

Articles — every company must have them. Statutory registers — must be kept, with inspection rules and penalties attached. Share certificates — must be issued.

As for the chops: the common seal has been optional since March 2014 (section 124 of the Companies Ordinance). A document signed by the company’s authorised signatories under the Ordinance has the same effect as one executed under seal — see the company seal and signing guide. The signature chop and round chop were never legal requirements at all: what a bank relies on is the signing authority and specimen signatures, not the rubber stamp.

One thing worth noting is an item that is not in the box: the business registration certificate must be displayed at your place of business. It is issued by the Inland Revenue Department and is a separate matter from the green box entirely.

Do you actually need to buy one?

Not necessarily. The questions worth asking a provider are not “is there a box?” but three practical ones:

1. Are the articles, registers and share certificates all there? Those three are statutory; none can be missing.

2. Where are the registers kept, and who updates them? A box opened once and left in a cupboard produces exactly the non-compliant records you cannot produce when asked.

3. Do I need chops at all? A company that signs local contracts and issues invoices gets along fine without a seal. If you deal regularly with overseas banks or mainland institutions that expect to see one, keeping one is convenient.

Can it all be digital instead?

Yes. The Companies Ordinance allows company records to be kept in hard copy or electronic form, provided electronic records can be reproduced in hard copy (section 655). In practice, more and more companies have their registers maintained electronically by their company secretary and printed when needed — perfectly compliant, as long as the content is accurate and kept current.

Where must the registers be kept?

At the company’s registered office, or another place in Hong Kong prescribed under the Ordinance’s regulations (a company secretarial firm, typically). If they are kept anywhere other than the registered office, Form NR2 must be filed with the Companies Registry within 15 days to notify the location — the filing people most often miss. Details: the statutory registers guide.

Just incorporated — what happens after the box arrives?

Receiving the box is not the finish line: the registers need maintaining, the business registration certificate needs displaying, and the annual filings follow every year. The full sequence is in the post-incorporation checklist.

When we incorporate a company we prepare the statutory documents and registers as one package, and a licensed company secretary keeps them updated afterwards — the box does not get abandoned once opened. Get started, or talk to us first.

This article is general information and does not constitute legal advice. Statutory record-keeping requirements are as set out in the Companies Ordinance and as published by the Companies Registry; seek professional advice on your specific circumstances.