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Significant Controllers Register

​Preparation of Significant Controllers Register: Compliance with Beneficial Ownership Requirements

The Companies (Amendment) Ordinance 2018 came into effect on 1 March 2018, introducing several new requirements aimed at enhancing the transparency of corporate beneficial ownership. Under the Companies (Amendment) Ordinance 2018, companies incorporated in Hong Kong are obligated to obtain and keep an up-to-date record of beneficial ownership information through a Significant Controllers Register. The Significant Controllers Register should be open for inspection by law enforcement officers upon demand.

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Does My Company Need to Keep Significant Controllers Register?

Statutory Requirement

According to the Companies (Amendment) Ordinance 2018, except listed companies, all companies incorporated in Hong Kong are required to:

  • identify and ascertain persons who have significant control over the company; and

  • maintain a significant controllers register to be accessible by law enforcement officers upon demand.

重要控制人登記冊

Who is a Significant Controller of a Company?

重要控制人

Definition

  • A registrable person: A natural person that has significant control over the company

  • A registrable legal entity: A company, which is a shareholder of the company, has significant control over the company

If one of the following conditions is met, the person has significant control over the company

  1. 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;

  2. The person holds, directly or indirectly, more than 25% of the voting rights of the company;

  3. The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company;

  4. The person has the right to exercise, or actually exercises, significant influence or control over the company;

  5. 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.

What Are the Contents of Significant Controllers Register?

Statutory Requirement

According to the section 653I of the Companies Ordinance, the Significant Controllers Register must contain:

  1. the particulars of the significant controller(s) (prescribed in Schedule 5B of the Companies Ordinance)

  2. the particulars of any registrable changes with respect to each of the significant controller(s) 

  3. the name and contact details of a designated representative

  4. all additional matters specified by the Companies Ordinance

Note:
Registrable changes include (i) the person's cessation as a significant controller; and (ii) any incorrect or incomplete particulars recorded for the person in the Significant Controllers Register.

重要控制人登記冊須載有甚麼內容

Does My Company Need to Have a Designated Representative?

指定代表

Statutory Requirement

Under the section 653ZC(1) of Companies Ordinance, an applicable company must designate at least one person as its representative. The designated representative is responsible for providing assistance related to the Significant Controllers Register of the company. This include:

  • Assisting an officer of the Companies Registry in ascertaining compliance with the applicable laws

  • Assisting any other law enforcement officer in performing the officer's specified functions under the law of Hong Kong

Why Biz & Bird?

With reference to the section 635ZC(2)(b) of Companies Ordinance, the company can designate a TCSP licensee to provide the assistance relating to the Significant Controllers Register of the company. Biz & Bird, as a TCSP Licensee (TC009081), is allowed to be the designated representative.

Where Should a Company Keep its Significant Controllers Register?

Statutory Requirement

According to the section 653M of the Companies Ordinance, the Significant Controllers Register must be kept at the company’s registered office or a prescribed place.

Biz & Bird's Office Address Can Serve as Your Company's Registered Office

Biz & Bird, a Trust or Company Service Provider Licensee (TC009081), licensed to provide virtual office and registered office service to you to keep your company's statutory record (including the Significant Controllers Register).

公司註冊辦事處

What is the Consequence of Failing to Comply with the Requirement of Keeping a Significant Controllers Register?

罰款

Fine

Under the section 653M of Companies Ordinance, the company and every responsible person of the company will commit an offence.

  1. Each is liable to a fine of HK$25,000.

  2. In the case of a continuing offence, each is liable to a further fine of HK$700 for each day during which the offence continues.

What are the Consequences of Providing False Information in the Significant Controllers Register?

Fine and/or Imprisonment

According to the section 653ZE of the Companies Ordinance, any person who knowingly or recklessly makes a statement or provides any information that is misleading, false or deceptive in the Significant Controllers Register will be liable on conviction to a fine and/or imprisonment.

  • On conviction on indictment to a fine of HK$300,000 and to imprisonment for 2 years

  • On summary conviction to a fine at maximum of HK$100,000 and to imprisonment for 6 months

重要控制人登記冊提供虛假資料

Annual Company Secretarial Service Plan

*Applicable to incorporated limited companies only

Most Popular Plan

CS Standard

Company Secretarial Services Only

1,280
HK$

* Government fee included
Annual return: HK$105

Company Secretarial Services

  • Act as Company Secretary for 1 year

  • Prepare and submit the annual return to the Company Registry

  • Assist in renewing the business registration certificate if needed (NOT include BR fee & levy of HK$2,200)

  • Review and maintain the registers of directors, shareholders & company secretaries

Services Related to Significant Controllers Register

  • No such service

CS Pro​

Company Secretarial Services + Services Related to Significant Controllers Register

1,680
HK$

* Government fees included
Annual return: HK$105

Company Secretarial Services

  • Act as Company Secretary for 1 year

  • Prepare and submit the annual return to the Company Registry

  • Assist in renewing the business registration certificate if needed (NOT include BR fee & levy of HK$2,200)

  • Review and maintain the registers of directors, shareholders & company secretaries

Services Related to Significant Controllers Register

  • Review the significant controllers register

  • Maintain the significant controllers register for inspection

  • Act as the designated representative for 1 year

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