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.
A new Division 2A has been added to Part 12 of the CO and will come into effect on 1 March 2018. The “Significant Controllers Register” should maintain the most updated information of the company’s #significant controllers and it’s *designated representative. 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.
Brilliant Business Centre (BBC) now provides:
- Prepare the Significant Controllers Register (“SCR”): HK$300.
- Be the Designated Representative Service of your company and prepare the Significant Controllers Register (“SCR”): HK$1,000 / year
# Significant controllers
A person has significant control over a company must in accordance with the 5 conditions as below:
- 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.
*Company's designated representative
Any one of the following types of persons shall be responsible
- director or an employee of the company who is a natural person resident in Hong Kong
- company service provider
- an accounting professional, a legal professional or a person licensed to carry on a business as trust
Should you have any queries, please feel free to contact us.
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Related government’s website: https://www.cr.gov.hk/us/scr/index.htm