To enhance transparency of corporate beneficial ownership in order to fulfil Hong Kong’s international obligations, the Companies Ordinance (Cap. 622) is amended to require a company incorporated in Hong Kong to obtain and maintain up-to-date beneficial ownership information by way of keeping a Significant Controllers Register. The Register should be open for inspection by law enforcement officers upon demand.
The Companies (Amendment) Ordinance 2018 (“the Amendment Ordinance”) introduces new requirements on the keeping of significant controllers registers by companies. The Amendment Ordinance will come into operation on 1 March 2018.
Under the Amendment Ordinance, 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. Each company must also designated at least one person as its representative to provide assistance relating to the significant controllers register of the company to law enforcement officers. 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. HK$25,000). For details, please visit a dedicated thematic section on “Significant Controllers Register” at this HK Company Registry web page.
Significant Controllers Register Service:
In order to prepare for the keeping of Significant Controllers Register ("SCR"), CPY provides "Designated Representative" Service for you, the service is including:
1. Prepare the SCR and enter the required particulars of the significant controller(s) and contact detail of the designated representative of the company in the SCR;
2. Ascertain whether there is/are significant controller(s) of the company and take reasonable steps to identify the significant controller(s);
3. Provide a place to keep the SCR.
Below are the details of Significant Controllers Register Keeping Requirments:
Under the new requirements of Company Registry, 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(1) register which will be accessible by law enforcement officers(2) upon demand.
Each Company must also designate at least one person as its designate representative (3) to provide assistance relating to the significant controllers register of the company to law enforcement officers.
The required particulars relating to a registrable person of a company should be entered into the company’s SCR within seven days after they have all been provided or confirmed by the registrable person; while each of the required particulars relating to a registrable legal entity should be entered in the company’s SCR within seven days after that particular comes to the notice of the company.
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.
Law enforcement officers includes: Companies Registry; Customs and Excise Department; Hong Kong Monetary Authority; Hong Kong Police Force ;Immigration Department; Inland Revenue Department; Insurance Authority ;Independent Commission Against Corruption; Securities and Futures Commission.
Qualified designate representative includes:
A member, director or an employee of the company who is a natural person resident in Hong Kong
An accounting professional(a certified public accountant or a certified public accountant (practising)or a corporate practice(firm) of certified public accountants (practising ) as defined in the Anti-Money Laundering and Counter-Terrorist Financing Ordinance;
A legal professional under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance means – a local or foreign lawyer as defined by section 2(1) of the Legal Practitioners Ordinance (Cap. 159);
A Trust or Company Service Providers licensee under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance means a person licensed under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance to carry on trust or company service business in Hong Kong
*Please Note that Failure to comply with any of the requirements in the notice within 1 month by Company is a criminal offence. The notice addressee and every related person (if any) are liable to a fine at level 4 (i.e. $25,000) and a daily fine of $700.
And If you provide false statement: any person knowingly or recklessly makes a statement which is misleading, false or deceptive in any material particular in the Significant Controllers Register or reply to a company’s notice.It is liable to a fine at level 6 (i.e. $100,000) and imprisonment for six months in Maximum.