[Hong Kong] Significant Controllers Registers (SCR)

Significant Controllers Registers (SCR)

Regarding the significant controllers register, On 1 March 2018, the Companies Registry has commenced Amendment Ordinance and introduces new requirements on the keeping of significant controllers registers by companies.

It is to enhance the transparency of corporate beneficial ownership in order to fulfill Hong Kong’s international obligations and require a company incorporated in Hong Kong to obtain and maintain up-to-date beneficial ownership information by way of keeping a Significant Controllers Register (SCR).

Under the new requirements for SCR, the company incorporated in Hong Kong is required:

  • To identify persons who have significant control over the company and
  • To maintain a significant controller, register to be accessible by law enforcement officers.

 

Also, the major obligations of the company included:

  • Identifying significant controllers
  • Allowing inspection by law enforcement officer
  • Giving notices to significant controllers & others
  • Updating information in the register
  • Entering particulars in the register

For the SCR, who is the significant controllers of the company?

A significant controller including:

  • A registrable person who is a natural person
  • A registrable legal entity which is a shareholder of the company that has significant control over the company.

 

A person has significant control over a company if one or more of the following conditionals are met and generally, it will be depended on the person’s shareholding or whether have a right to exercise or significant influence or control over the company. Here you can see that the 5 nature of significant controllers: –

a) 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.

b) The person holds, directly or indirectly, more than 25% of the voting rights of the company.

c) The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company;

d) The person has the right to exercise, or actually exercises, significant influence or control over the company.

e) 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 relation to the company

To maintain the proper information on the SCR:

– The company must keep its SCR in English or Chinese,

– Also, the information of required particular, date of becoming a significant controller and nature of control over the company of every significant controller of the company, the particular shall required of each Significant Controller’s name, and the registrable person’s correspondence address and identity card or passport number and issuing country OR, the registrable legal entity, legal form, registrable number,place of incorporation and registered address

– update the register if any change of particular

– The name and contact details of at least one designated representative to provide assistance relating to the company’s SCR to a law enforcement officer.

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