The Companies (Amendment) Ordinance 2018(“CAO”) came into operation on 1 March 2018. One of the basic requirements of this ordinance is every company incorporated in Hong Kong must keep a significant controllers register (“SC Register” or “SCR”). All companies formed and registered under the Companies Ordinance or a former Companies Ordinance have to keep an SCR such as companies limited by shares, companies limited by guarantee and unlimited companies.
While the SCR is an internal record only and not required for public filing it will need to be made accessible by law enforcement officers upon demand, updated regularly and kept in electronic or hard copy form at the company’s registered office or at a prescribed place in Hong Kong.
(1)Particulars of every SC of the company, including :-
- RP RLE
- Correspondence address (cannot be a PO box number)
- Legal entity’s registration number or the equivalent in its place of incorporation or formation
- Identity card number or if the person has no identity Address of its registered or principal office
- card, the number and issuing country of passport
- Date on which the person became a RP of the company
- Legal form of entity / governing law
- Nature of person’s control over the company
- Effective date on which entity became RLE and nature of entity’s control over the company
(2) Particulars of any registrable change with respect to each SC of the company
(3) Name and contact details of one or more designated representative(s)
(4) All additional matters required to be included in the SCR
What is the purpose of SCR?
The SCR must contain the beneficial ownership information over the company, although it is not a required public record, it must be available to the law enforcement authorities for inspection on demand. In a broad understanding, SCR enables the authorities to identify and contact the person(s) and/or corporate(s) who are the latest decision makers of the company.
Companies that are subject to this new regime must take reasonable steps to identify their significant controllers. This includes reviewing all documents and information readily available (such as the company’s register of members, articles of association, shareholder agreements, or other relevant covenants or agreements), considering interests held by individuals, legal entities, trusts or firms, considering any evidence of joint arrangements, and any other actions that the company may have to take depending on that company’s circumstances.