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Companies (Amendment) Ordinance 2018

To enhance transparency of corporate beneficial ownership, a company estalblish in Hong Kong to obtain and maintain up-to-date beneficial ownership information by way of keeping a Significant Controllers Register pursuant to that amendment ordinance. Law enforcement officers from Company Registry, Customs and Excise Department, Hong Kong Moneary Authority, Hong Kong Police Force, Immigration Department, Inland Revenue Department, Insurance Auhority, Independent Commission Against Corruption and Securities and Futures Commission will have access to the Significant Controllers Register.

Significant Controllers

According to the Guideline on the Keeping of Significant Controllers Registers by Companies, a person has significant control over a company if one or more of the following 5 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.

Designated Representative

All company must designate at least one person or corporate as its representative to provide assistance relating to the copany's SCR to a law enforcement officer mentioned above.

 

Designated Representative must be on of the following:

  1. A member, director or an employee of the company who is a natural person resident in Hong Kong.
  2. Certified public accountant or a certified public accountant (practising)
  3. A Qualified solicitor or a qualified foreign lawyer
  4. A Trust and Company Service Providers licensee

Significant Controllers Register (SCR)

Company should enter the particulars of Significant Controllers and Designated Representative into SCR within 7 days after company identified the significant controller. The required particulars state as below:

If registrable person is a natural person:

  1. Name
  2. Correspondence Address
  3. the identity card number or the number and issuing country of a passport
  4. the date on which the person became a registrable person of the company
  5. the nature of the person's control over the company

 

The required particulars for a registrable legal entity :

  1. Name
  2. The registration number or the equivalent in its place of incorporation or formation
  3. The address of its registered or principal office
  4. The legal form of the legal entity and the law that governs it
  5. The date on which the legal entity became a registrable legal entity of the company
  6. The nature of the legal entity's control over the company

 

In addition, company must keep a SCR even if it does not have a registrable person or a registrable legal entity.If the company knows that it has no registrable person or registrable legal entity, it must state this fact in the SCR. You may click here to see Annex C of Companies (Amendment) Ordinance and find out the examples of additional matters to be noted in SCR.

Our Services

  1. To assist company identifiy the Significant Controller
  2. To assist company prepare Significant Controllers Register
  3. To be designated as representative
  4. Keeping Significant Controllers Register for Company

 

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