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Hong Kong companies to maintain a Significant Controllers Register
Company Secretary

News Updates

Hong Kong companies to maintain a Significant Controllers Register

Trust and Company Service Providers (TCSPs) License

The Hong Kong Companies Registry announced on 25 January 2018 that a new licensing regime for trust and company service providers ("TCSPs") will come into force on 1 March 2018 under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) ("AMLO").

TCSPs will be required to apply for licences from the Registrar of Companies to provide trust and/or company services in Hong Kong. TCSPs also have to comply with statutory due diligence and record-keeping requirements under Schedule 2 of AMLO.

Register of Significant Controllers for Hong Kong Companies
(Except Listed Companies)

Following the passing of the Companies (Amendment) Bill 2017 on 24 January 2018, Hong Kong companies are required to obtain and maintain up-to-date beneficial ownership information through keeping a Significant Controllers Register (“SCR”) with effective from 1 March 2018 for internal records and inspection by law enforcement officers upon demand.

Significant controllers include:

  • A “registrable person”, being a natural person or government or local authority international organisation who meets any one or more of the following conditions; and
  • A “registrable legal entity”, being a local or an overseas entity which is a member of the company and meets one or more of the following conditions.

Five conditions for significant control over a company:

  1. The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company
  2. The person holds, directly or indirectly, more than 25% of the voting rights of the company
  3. The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
  4. The person has the right to exercise, or actually exercises, significant influence or control over the company
  5. 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 the company

Contents of the SC Register

  • For a registrable person: name, correspondence address, identity card number (if the person does not have an identity card, the number and issuing country of the passport);
  • For a registrable legal entity: name, legal form, registration number, place of incorporation (governing law) and address of registered office;
  • Date of becoming a significant controller; and
  • Nature of control over the company.

 

Illustration example

 

Which are the compan(ies) require to complete the SCR?

  • For Companies A, its SCR should include the particulars of:-
    1. Person 1 (indirect interest held through Companies B and C and its direct interest); and
    2. Company B
  • For Company B, its SCR should include particulars of:
    1. Person 1 (indirect interest held through Company C); and
    2. Company C
  • Under the condition of significant controller, the information of Person 2 (shareholding below 25%) is not required to be disclosed in Company A’s SCR.
  • Company C is a non-HK company that SCR is not required.

 

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