Q:
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What is the reason for the company to keep the Significant Controllers Register (“SCR”)?
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A:
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To enhance transparency of corporate beneficial ownership in order to fulfil Hong Kong’s international obligations, Companies Ordinance has been amended in 2018 that all companies incorporated in Hong Kong (except listed company) are required to identify the person(s) with significant control over the company and should maintain a SCR to be accessible by law enforcement officers.
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Q:
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What information should be included to the SCR?
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A:
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The SCR must include the relevant dates and details of each Significant Controller (“SC”) and Designated Representative (“DR”) of the company:
1.
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For a SC
(1).
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If the SC is an individual:
Name, correspondence address, identity card number (if the person in not Hong Kong resident, the passport number and issuing country is required), date of becoming a SC and nature of control over the company.
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(2).
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If the SC is an entity:
Name, legal form, registration number, place of incorporation and address of registered office, date of becoming a SC and nature of control over the company.
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2.
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For a DR
Name, capacity and contact details.
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Q:
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Who will become a SC of the company?
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A:
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A person or an entity met one or more conditions is a SC of the company who has significant control over the company. Conditions are:
1.
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directly or indirectly holds more than 25% of company shares;
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2.
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directly or indirectly hold more than 25% of voting rights;
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3.
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have a right to appoint or remove the directors;
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4.
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have a right to significant influence or control over the company; or
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5.
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have a right to significant influence or control over the company through a trust.
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Q:
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What is DR? Who is eligible to be a DR?
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A:
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A company must designate at least one person as its representative to provide assistance to law enforcement officer in relation to SCR.
DR can be either a shareholder, director or an employee of the company who is a natural person resident in Hong Kong. Alternatively, an accounting professional, a legal professional or licensee of trust or company service provider can also be the DR.
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Q:
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Where should the SCR be kept?
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A:
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The SCR can be kept at the Registered Office of the company or any other place in Hong Kong.
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Q:
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Do I need to report with the Companies Registry for the location of SCR?
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A:
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If SCR is kept in the place other than Registered Office of the company, the company must file the Form NR2 with the Companies Registry to report the place where the SCR is kept.
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Q:
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Is it necessary to submit the SCR to the Companies Registry for registration?
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A:
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No. It is not required to submit the SCR to the Companies Registry for registration.
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Q:
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Is it necessary for the company to prepare and keep a SCR if it has no SC?
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A:
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Even though the company has no SC, the company must state this fact in the SCR.
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Q:
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If a small company has only one corporate shareholder, is that shareholder becomes the only SC of the company?
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A:
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If there is a natural person, who has significant control over the company through a corporation, he/she is also the SC of the company. The particulars of that corporate shareholder and natural person should be entered into the SCR.
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Q:
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Who are law enforcement officers under Companies Ordinance?
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A:
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Section 653 defines law enforcement officers include an officer of Companies Registry, Inland Revenue Department, Hong Kong Police Force, Immigration Department, Hong Kong Monetary Authority, Securities and Futures Commission, Insurance Authority, Customs and Excise Department and Independent Commission Against Corruption.
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