Outline of the Significant Controllers Register to be maintained by the company:
- Companies (Amendment) Ordinance 2018
– New requirements for companies to keep significant controllers registers
– Identification of significant controllers of the company
– Maintain a Significant Controllers Register
– Inspection of the Significant Controllers Register
Companies (Amendment) Ordinance 2018
- Enhance the transparency of beneficial ownership of corporations
– To fulfil Hong Kong’s international responsibilities to combat money laundering and terrorist financing
– Effective Date: March 1, 2018
Maintain a Significant Controllers Register
- A company incorporated in Hong Kong must:
– Identification of significant controllers of the company
– Maintain a Significant Controllers Register for inspection by law enforcement officers
Scope of application
- All companies formed and registered under the Companies Ordinance are required to keep a significant controllers register:
-corporation
– Company limited by guarantee
– Listed companies are exempted from the above requirements (they are already required to comply with additional disclosure requirements)
Critical control
- A person who satisfies one or more of the conditions of Part 1 of Schedule 5A to the Companies Ordinance has significant control over the company, such as:
– Directly or indirectly holds more than 25% of the issued shares of the company
– Directly or indirectly hold more than 25% of the voting rights of the company
– Directly or indirectly holds the right to appoint or remove a majority of the directors of the Company
Significant Controllers
- The Company’s significant controllers include:
– Registrable person of the company: A natural person who has significant control over the company
– Registrable legal entity of the company: A legal entity that is a member of the company and has significant control over the company
Where the SCR is kept
- The register should be kept at the company’s registered office or at a designated place in Hong Kong for inspection by law enforcement officers
– The Registrar of the Company must be notified to:
– the place where the register is kept, or
– There has been a change in the location of the Register
Legislation
https://www.cr.gov.hk/tc/legislation/scr/overview.htm
law enforcement
