Where must the Significant Controllers Register be kept

Where Must the Significant Controllers Register Be Kept

Keep the Significant Controllers Register at the company's registered office in Hong Kong or at another prescribed place in Hong Kong.

The Companies Ordinance (Cap. 622) requires every Hong Kong company to maintain a Significant Controllers Register (SCR) at a physical location in Hong Kong. This statutory record, introduced on 1 March 2018, identifies the individuals and entities with significant control. It is not open to public inspection; only law enforcement and certain authorised persons may access it.

SCR Location Hong Kong

You have two options for the SCR's location. The first is the company's registered office in Hong Kong. Most companies keep the register there alongside other statutory records, such as the register of members and the register of directors.

The second option is another place in Hong Kong designated for this purpose. The Companies Ordinance calls this a "prescribed place". The company may choose any physical address in Hong Kong, provided it can hold the register securely and make it available for inspection when required.

Significant Controllers Register Prescribed Place

If the company keeps the SCR at a place other than the registered office, it must notify the Companies Registry. Use Form NR2 (Notice of Location of Registers and Company Records) to identify the address where the register is held. Filing Form NR2 is a compliance requirement.

Every time the company moves the SCR, from one prescribed place to another, or from the registered office to a prescribed place or back, it must file a new Form NR2.

Where to Keep SCR Hong Kong

The prescribed place must be in Hong Kong. The register cannot be kept outside the territory, even if the company's principal business operations are overseas. The register must be accessible to the designated representative who assists law enforcement and to the Companies Registry during an investigation.

If the SCR is kept at a prescribed place, the company must ensure the register can be produced within a reasonable time upon a lawful inspection request. The company bears this responsibility, even if a third party, such as a corporate service provider, manages the prescribed place.

SCR Registered Office Requirement

The registered office requirement under the Companies Ordinance is separate from the SCR location requirement, but the two overlap. Every Hong Kong company must maintain a registered office in Hong Kong, and that office is the default location for the SCR. If the company does not file a Form NR2, the Companies Registry will treat the registered office as the SCR's location.

A company changing its registered office address files Form NR1. If the SCR is kept at the registered office, the change on Form NR1 also updates the SCR location. A separate Form NR2 is not required for the same address change.

The Designated Representative and Inspection

The company must appoint a designated representative to assist law enforcement in accessing the SCR. This person need not be the one who physically holds the register, but must be able to produce it when required. Failure to maintain the register at the correct location or to produce it on demand carries penalties under the Companies Ordinance.

Practical Summary

• The SCR must be kept at the registered office or another prescribed place in Hong Kong.
• If the SCR is not at the registered office, file Form NR2 with the Companies Registry.
• The register is not open to public inspection.
• The designated representative must be able to access and produce the register for law enforcement.
• Keep the location current; any change to the address where the SCR is held must be notified.