Hong Kong: Keeping of Significant Controllers Register & Designated Representative
Amendment Companies Ordinance 2018
With the commencement of the Companies (Amendment) Ordinance 2018 on 1 March 2018, the Hong Kong companies will be required to keep registers of significant controllers.
Under the new regulations, all Hong Kong companies are required to identify a person/persons who has/have significant control over the company and maintain a Significant Controllers Register (SCR) which will be accessible only by law enforcement officers upon demand. The SCR will be kept only by the registered agent and it is not open to the public.
A person has significant control over a company if one or more of the following five conditions are met:
- 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 relation to the company.
Necessary information to be filed:
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);
Also, each company must designate at least one person as its representative to provide assistance relating to SCR of the company to law enforcement officers. According to the Ordinance, this Designated Representative must reside in Hong Kong. The registered agent can act as the Designated Representative and the provision fee per annum is €400.
In order to comply with the Ordinance, we need to complete and sign a relevant form for each Hong Kong company and provide certified copies of the valid identification documents and proof of address of the relevant persons. The deadline to file the SCR is 31 March 2018. Please contact us before that date in order to have adequate time for the preparation and filing of the SCR.
If a company fails to prepare the SCR and provide a Designated Representative, it will commit criminal offence. The company and every responsible person of the company are liable to fine at HK$25,000 plus further daily fine of HK$700