Significant Controllers Register for Hong Kong Company is required to be accessible by law enforcement officers upon demand under the Amendment Ordinance. The Companies Ordinance (Cap.622) (“CO”) has been amended to require a company incorporated in Hong Kong to identify persons who have significant control over the company (“significant controllers”) and to maintain a significant controllers register (“SCR”) to be accessible by law enforcement officers upon demand. Such amendment will come into effect on March 1 2018.
Companies Required to keep a SCR
The requirement to keep a SCR applies to all companies formed and registered under the CO or a former Companies Ordinance, namely locally incorporated companies, including:
(1) companies limited by shares;
(2) companies limited by guarantee;
(3) unlimited companies.
Note: Companies which have their shares listed on the Stock Exchange of Hong Kong are exempted from the requirement.
A company required to keep a SCR must keep its SCR at the company’s registered office or a place in Hong Kong. The SCR may mbe kept in hard copy or electronic form.
Registrable person
A registrable person is a natural person or a specified entity that has significant control over the company.
However, a natural person or specified entity that has significant control over the company is not a registrable person of the company if:
(1) the person or entity holds shares or rights in the company through a registrable legal entity of the company which has any of its shares listed on the Stock Exchange of Hong Kong; or
(2) the person or entity holds shares or rights in the company through a chain of legal entities with the last one in the chain being a registrable legal entity of the company which has any of its shares listed on the Stock Exchange of Hong Kong.
Major obligations of a company
To comply with the new requirements relating to SCR, a company has in broad terms the following obligations:
(1) keeping a SCR at the company’s registered office or a prescribed place;
(2) taking reasonable steps to identify the company’s significant controllers, including the giving of notices and obtaining their required particulars;
(3) entering the required particulars of its significant controllers in the SCR;
(4) keeping the required particulars in the SCR up-to-date making the SCR available for inspection and taking of copies by a law enforcement officer.
Important Tips
Failure to comply with the above obligations is a criminal offence. The company and every responsible person of the company are liable to a fine at level 4 (i.e. $25,000). Where applicable, there is a further daily fine of $700.
Offences for false statement
(a) If any person knowingly or recklessly makes a statement which is misleading, false or deceptive in any material particular in the SCR; or
(b) If any person knowingly or recklessly makes a statement or provides any information that is misleading, false or deceptive in a material particular in the reply to a company’s notice, the person commits an offence11 and is liable -
(i) on conviction on indictment to a fine of $300,000 and imprisonment for two years; or
(ii) on summary conviction, to a fine at level 6 (i.e. $100,000) and imprisonment for six months.
Contact Us
If you have further inquires, please do not hesitate to contact Tannet at anytime, anywhere by simply visiting Tannet’s website english.tannet-group.com, or calling Hong Kong hotline at 852-27826888 or China hotline at 86-755-82143422, or emailing to tannet-solution@hotmail.com. You are also welcome to visit our office situated in 16/F, Taiyangdao Bldg 2020, Dongmen Rd South, Luohu, Shenzhen, China.
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