In order to enhance the transparency of beneficial ownership of corporations and fulfill Hong Kong ’s international responsibilities, the Companies Ordinance (Cap. 622) amended in 2018 requires companies incorporated in Hong Kong to obtain and maintain up-to-date information on beneficial ownership and keep it in the Significant Controllers Register for inspection by law enforcement officers. Except for listed companies, this requirement applies to all limited companies incorporated in Hong Kong.
A company is required to take reasonable steps to identify its significant controllers. The steps may include reviewing the company’s register of members, articles of association, shareholders agreements or other agreements and 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.
A company must keep its SCR in the English or Chinese language. The SCR of a company must contain the particulars of every significant controller and the particulars of any registrable change of every significant controller of the company. In order to provide assistance relating to the company’s SCR to a law enforcement officer, it is also required to provide the name and contact information of the designated representative(s).
The SCR can be kept at the registered office or any place within HK. If the SCR is not kept at the registered office of the company, a Form NR2 is required to be submitted for reporting the location where the SCR is kept within 15 days after the SCR is first kept at that place.
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Under the laws of Hong Kong, each company must appoint at least one company secretary. The company secretary is a statutory position in the modern corporate system. The company secretary covers the following areas: Submit annual returns, business registration certificates and other required forms to the Companies Registry on a regular basis Formulate the company's internal meeting minutes and resolutions based on the meeting information provided by the company's directors/shareholders Printing company shares to company shareholders Update company record book
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A registered non-Hong Kong company is not obligated to keep the SCR. Only limited companies incorporated in Hong Kong needs to prepare and keep the SCR (except the listed companies).
The SCR is kept at the company's registered office or a place in Hong Kong without the requirements of registration at the Company Registry.
Designated Representative is an entity to provide assistance to the law enforcement officer regarding any matters of the SCR.
Departments including Companies Registry, Inland Revenue Department, Hong Kong Monetary Authority, Insurance Authority, Hong Kong Police Force, Immigration Department, Independent Commission Against Corruption (ICAC), Customs and Excise Department, Securities and Futures Commission (SFC) might inquire the SCR.
