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Significant Controllers Register Services

A detailed explanation of the SCR requirements in the Hong Kong Companies Ordinance and covers the associated fines and liabilities.

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Significant Controllers Register HK$500 per annum

In order to enhance the transparency of beneficial ownership of companies and to fulfil Hong Kong’s international obligations, the amended Companies Ordinance (Cap. 622) requires companies incorporated in Hong Kong to obtain and maintain up-to-date information on beneficial ownership for the purpose of keeping a Significant Controllers Register for inspection by law enforcement officers.

Significant Controllers Register requirements

Significant Controllers Register requirements
The Companies (Amendment) Ordinance 2018 (the Amendment Ordinance) came into operation on 1 March 2018 to provide for new requirements for companies to keep a significant controllers register.

Penalties

PenaltiesUnder the amended Companies Ordinance, it is a criminal offence for a company to fail to keep a significant controllers register at its registered address or place of keeping. The company and each of its responsible persons are each liable for a fine at level 4 (i.e. HK$25,000). Depending on the circumstances, the judge will impose a fine of HK$700 per day each.

A person has significant control over a company if he or she satisfies one or more of the following five conditions:

  1. the person directly or indirectly holds more than 25% of the issued shares of the company;
  2. if the company does not have share capital, the person holds, directly or indirectly, the right to share more than 25 of the capital %以上的資本或分享該公司25% the profits of more than 25 of the company;
  3. the person directly or indirectly holds more than 25% of the voting rights of the company;
  4. the person holds, directly or indirectly, the power to appoint or remove a majority of the directors on the board of directors of the company;
  5. the person has the right to, or actually exercises, significant influence or control over the company;
  6. The person has the right or actually exercises significant influence or control over the activities of a trust or firm which is not a legal person.

Each company shall:

  1. maintaining a Significant Controllers Register for inspection by law enforcement officers;
  2. identification of significant controllers;
  3. updating the information of the Register;
  4. Entering details in the register;
  5. Notification to significant controllers and other persons.

In addition to maintaining the SCR, each company is required to designate at least one person to act as the company’s representative to provide assistance to law enforcement officers on matters relating to the SCR.

The designated representative of the company must be one of the following persons:

– a shareholder, director or employee of the company and must be a natural person residing in Hong Kong;

– Accounting professionals, legal professionals, or trust or company services licensees.

  • Certificate of Incorporation
  • Business Registration Certificate
  • Annual Return / Incorporation Form
  • Articles of Association
  • Identity cards/passports and proof of residential address of directors and shareholders
  • Due diligence information, such as the region of business