Significant Controllers
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