Patrick Wong C.P.A. Limited
Keeping of Significant Controllers Register
Your Company should have received circular from Companies Registry in Mid-February regarding the new requirement of keeping of Significant Controllers Register (“SCR”), which will come into operation on 1 March 2018.
All companies incorporated in Hong Kong (except listed companies) are required to identify a person / persons who has / have significant control over the company and maintain a significant controllers register which will be accessible by law enforcement officers upon demand. Furthermore, each company must also designate at least one person as its representative to provide assistance relating to the SCR the company to law enforcement officers.
Generally speaking, following person (registrable person) / legal entity (registrable legal entity) shall be deemed as the Company’s Significant Controller (“SC”) :-
(a) 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;
(b) The person holds, directly or indirectly, more than 25% of the voting rights of the company;
(c) The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company;
(d) The person has the right to exercise, or actually exercises, significant influence or control over the company;
(e) 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.
And the Company is required to take reasonable steps to identify its SC. Those steps may include, but not exclude, the following procedure(s) :-
(1) reviewing the company’s register of members;
(2) reviewing articles of association;
(3) reviewing shareholders agreements or other agreements (if applicable); and
(4) issuing notice(s) to any person who is believed to be the significant controller and any person who is believed to know the identity of the significant controller.
However, a company is not required to send the aforesaid notices if the company has already been informed of the person’s status as being its significant controller and all the required particulars have been provided to the company by the person or with person’s knowledge.
Once the Company issued notice to any person who is believed to be SC or any person who is believed to know the identify of SC and subsequently the required particulars have all been confirmed by the registrable person / registrable legal entity, the Company is obligated to enter those particulars into SCR within 7 days:
SCR must contain, among others, the followings :-
1. Required particulars of every SC;
(ii) for a registrable person;
correspondence address, identity card number (if the person does not have an identity card, the number and issuing country of the passport);
(iii) for a registrable legal entity;
legal form, registration number, place of incorporation (governing law) and address of registered office
(iv) date of becoming a significant controller;
(v) nature of control over the company.
2. The particulars of any registrable change with respect to each significant controller of the company;
3. The name and contact details of at least one designated representative to provide assistance relating to the company’s SCR to a law enforcement officer. A company’s designated representative may either a shareholder, director or an employee of the company who is natural person resident in Hong Kong or a trust or company service provider licensee.
If your company is a client of our companies secretarial service, our Corporate & Compliance Services is preparing the SCR as required by new requirement; and we shall contact you shortly for confirming details.
If your company is NOT a client of our companies secretarial service, but still wish to learn more on the new requirement of SCR or interested in compliance service we provide, please contact our Corporate & Compliance services directly for more information through our designated e-mail.
Should you have any enquiries, please feel free to contact us by designated e-mail :firstname.lastname@example.org.
Disclaimer : Above information should not be viewed as any professional advice, and we shall be accepting no responsibility for any errors in the content above nor any losses or damages which might cause.