Significant Controller Register
To enhance transparency of ultimate beneficial owners of the companies, Hong Kong Companies Ordinance requires every company to maintain a register of significant controllers. The register will not be accessible to public, but the law enforcement officers can have access upon request. As blatant as the name states, significant controller of the company is a registrable person who has significant control over the company. It could be a legal corporate entity, who is a shareholder of the company. A registrable person should meet one or more of the five conditions stated in the Companies Ordinance. For example, the person holds more than 25% of the issued shares directly or indirectly of the company, or more than 25% of the voting rights of the company. They may also hold the right to exercise significant influence or control over the company, such as appointing or removing the majority of the boards of directors.
1. What is a Significant Controllers Register?
Significant Controllers Register is a document containing the information about the beneficial ownership and local designated representative.
2. When did the Companies Registry introduce the new requirement?
The Companies Registry introduced the new requirement on 1 March 2018.
3. Does my company fall into the requirement to keep the Significant Controllers Register?
Yes, all Hong Kong limited companies incorporated before and after 1 March 2018 must comply with the new statutory requirement to keep a copy of Significant Controllers Register.
4. What are the step to complete the preparation of Significant Controllers Register (“SCR”)?
The company shall keep the SCR at the registered office or a place in Hong Kong. In case the SCR is not kept at the registered office, the company shall submit a Form NR2 to report the storing location of SCR within 15 days.
5. What is a Designated Representative?
Your company must appoint at least one person as its designated representative to facilitate the statutory requirement on the Keeping of Significant Controllers Registers. FYI. This is already included in our incorporation package.
6. Who can be my Designated Representative?
You can appoint one of the following as your company’s designated representative.
- A member, director or an employee of the company who is a natural person resident in Hong Kong
- An accounting professional, a legal professional or a TCSP licensee as defined in the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, Cap. 615 (“AMLO”)
7. Who is a Significant Controller?
A significant controller can be a legal entity or a person who have control of the company.
8. What is the definition of having Significant Control?
A person, who has significant control over a company, shall be listed as the significant controller. The person must meet at least one or more of the 5 following conditions.
(a): the person holds, directly or indirectly, (i) more than 25% of the issued shares in the company; or (ii) a right or rights to share in more than 25% of the capital or (iii) 25% of the profits of the company.
(b) : the person holds, directly or indirectly, more than 25% of the voting rights in the company
(c) : the person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
(d): the person has the right to exercise, or actually exercises, significant influence or control over the company
(e) : the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions (in their capacity as such) in relation to a company
9. What is a Registrable Person?
A registrable person shall be a natural person or a specified entity that has significant control over the company.
10. What is the information required for a registrable person?
The Significant Controller Register should list out the following information
a. the name
b. correspondence address
c. the identity card number
d. the passport number and issuing country
e. the date on which the person listed as a registrable person of the company
f. the nature of the person’s control over the company
11. What is a Registrable Legal Entity?
A registrable legal entity is a legal entity which is a shareholder of the company and maintain a significant control over the company.
12. What are the information required for a registrable entity?
The company shall maintain the information below.
- The Legal entity name
- The legal entity’s registration number and place of incorporation
- The address of its registered or principal office
- The legal form of the legal entity and the law that governs it
- The date on which the legal entity became a registrable legal entity of the company
- The nature of the legal entity’s control over the company
13. What are the information in the Significant Controllers Register?
The Significant Controllers Register shall contains the particulars and information about registrable person, registrable legal entity and the designated representative.
14. When should I enter the particulars for the new registrable person or registrable legal entity?
Your company shall enter the particulars of the new registrable person or registrable legal entity into the Significant Controller Register within 7 days.
15. What is a Registrable Change?
“Registrable change” means
- A person ceases to be a significant controller
- A change that results in the required particulars entered in the SCR for a significant controller being incorrect or incomplete.
16. What should I do if I change the place where Significant Controllers Register kept?
The Company should submit the change of place in specified form NR2 within 15 days after the SCR is first kept at that place.
17. Is the SCR shown to the public?
No. The document is not shown to the public. This is a document to be kept at the Registered office. Legal enforcement officer may visit the registered address or the place where SCR kept for the purpose of prevention, detection or investigation of money laundering or terrorist financing.
18. What is the statutory penalty if I do not keep the Significant Controller Register?
The company and every responsible person of the company are liable to a fine at level 4 (i.e. $25,000) and a further daily fine of $700.
