Hong Kong Companies - Significant Controllers Register
As part of the ongoing effort to strengthen its position as an international financial centre and to fulfil its international obligations as a member of the Financial Action Task Force, Hong Kong has implemented the Companies (Amendment) Ordinance 2018 and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) (Amendment) Ordinance 2018. Pursuant to the Companies (Amendment) Ordinance 2018, which came into effect on 1 March 2018, most companies incorporated in Hong Kong are now required to maintain a Significant Controllers Register ("SCR") containing up-to-date beneficial ownership information.
A Significant Controller ("SC") refers to a registrable person who is a natural person or a specified entity (broadly a governmental organisation) and/or a registrable legal entity which is a shareholder of the Hong Kong company that has significant control over the Hong Kong company. For both a registrable person and a registrable legal entity, significant control will be established if one or more of the following conditions are met:
- The person holds, directly or indirectly, more than 25% of the issued shares in the Hong Kong company (if the company has share capital) or a right or rights to share in more than 25% of the capital or, as the case requires, profits of the Hong Kong company (if the company does not have a share capital)
- The person holds, directly or indirectly, more than 25% of the voting rights in the Hong Kong company
- The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the Hong Kong company
- The person has the right to exercise, or actually exercises, significant influence or control over the Hong Kong company
- The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm that is not a legal person and whose trustees or members meet one or more of the aforementioned conditions (in their capacity as such) set out above
Certain details of every SC must be included in the SCR of a Hong Kong company, including:
- The name of the registrable person or registrable entity
- The correspondence address of the registrable person or the address of the legal entity’s registered or principal office
- The Hong Kong identity card number, or the number and issuing country of the passport of the registrable person, or the legal entity’s registration number or equivalent in its place of incorporation or formation
- The legal form of the legal entity and the law that governs it
- The date on which the person or entity became the registrable person or registrable legal entity of the Hong Kong company
- The nature of the person’s or legal entity’s control of the Hong Kong company
- The name and contact details of at least one person who is a designated representative to provide assistance relating to the SCR of the Hong Kong company to a law enforceable officer
In situations where a Hong Kong company does not have any SCs, that Hong Kong company must still maintain an SCR.
The SCR of a Hong Kong company must be kept at the applicable company’s registered office or at another location in Hong Kong of which the company has notified the Companies Registry. The SCR can be in hard copy or electronic form and must be maintained in either English or Chinese. The SCR is not available for public inspection. Only the SCs or various Hong Kong government bodies, including, the Companies Registry, Customs and Excise Department, Hong Kong Monetary Authority, Hong Kong Police Force, Immigration Department, Inland Revenue Department, Insurance Authority, Independent Commission Against Corruption and Securities and Futures Commission have the right to access the SCR of a Hong Kong company. The SCR should be open for inspection by Hong Kong law enforcement officers upon demand.
Failure to comply with the Hong Kong SCR requirements constitutes a criminal offence in Hong Kong and the Hong Kong company and every officer or shadow director of the company are liable to a fine of HK$25,000. Where applicable, there is a further daily fine of HK$700.
In an industry that is seeing ongoing regulatory change, a knowledgeable, trusted and responsive Hong Kong corporate services provider is increasingly important. Our experienced team can support clients in the identification of their SCs, the establishment of the Hong Kong company SCR and we can act as the designated representative to provide assistance relating to the SCR to Hong Kong law enforcement officers. Furthermore, we bring a personalised and responsive level of service and a collaborative approach that delivers real value and further enables our clients to succeed.
*Please note that in common with other Hong Kong corporate services providers we are not able to provide Hong Kong legal or tax advice.