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:
- 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
- The person holds, directly or indirectly, more than 25% of the voting rights of the company
- The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
- The person has the right to exercise, or actually exercises, significant influence or control over the company
- 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.