In order to reinforce supervisory system of combating money laundering and the financing of terrorists in Hong Kong, the companies (Amendment) Ordinance 2018 passed by the Legislative Council of the Hong Kong Special Administrative Region, stipulated that: 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”), for inspection by law enforcement officers upon demand. The interpretation of Keeping of Significant Controllers Registers as follow:
The Significant Controller of companies including registrable person (a natural person who has a great control over the company) and registrable legal entity (such as has a great control over the company, a company which as the shareholder of the company), a person has significant control over an applicable company as defined 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 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 their capacity as such) in relation to the company.
The company need to confirm its Significant Controllers by reviewing the company’s register of members, articles of association, shareholder agreements or other agreements and issuing notice(s) to related person. The company need to indicate in the Significant Controller register if it has no Significant Controller.
The significant controllers register must record the details and the contact information of significant controllers and appointed representative (every company must appoint one person as the representative, the person can be the shareholder who lives in Hong Kong of the company, director or employee, or accounting professionals, accounting professionals, and the licensee in entrust or company service), relevant particulars including:
- Registrable person: Name, address, ID card or passport number and issue place, the date of to be the significant controllers and the nature of control for the company
- Registrable legal entity: Name, nature, registration number, the address of establish and registered office address, the date of to be the significant controllers and the nature of control for the company
- Appointed representative: Name, contact information
The register can be kept in the registered office address or anywhere in Hong Kong. It should be noted that if you kept the register out of the registered office address, the company must be delivered to the Registrar for registration within 15 days after the register is first kept or change the kept place to another place.
Below enforcement officer have their right to check the significant controllers register:
- The Company Registry
- The Customs and Excise Department
- The Hong Kong Monetary Authority
- The Hong Kong Police Force
- The Immigration Department
- The Inland Revenue Department
- The Insurance Authority Established of the Insurance Ordinance
- The Independent Commission Against Corruption
- The Securities and Futures Commission