What is a registrable legal entity in Hong Kong

What Is a Registrable Legal Entity in Hong Kong

A registrable legal entity is the non-individual counterpart to a registrable person on a company's Significant Controllers Register (SCR). It is a company, body corporate, or partnership that meets the criteria of a significant controller of a Hong Kong company and must be recorded in that register. Where the significant controller is a company rather than a natural person, the Companies Ordinance (Cap. 622) requires that entity to be identified and recorded instead of the individuals who own or control it.

The regime, effective since March 2018, requires every Hong Kong company to maintain a register of its significant controllers. A registrable legal entity in Hong Kong is any body corporate that itself meets the 25 percent threshold, holding more than 25% of the issued shares, more than 25% of the voting rights, or the right to appoint or remove a majority of the board. When a registrable legal entity holds the controlling interest, the company need not look through to the individuals behind it unless the entity fails to provide its information.

The register notes the entity's name, its registered office address and its own legal form, and identifies the designated representative who assists law enforcement with requests. This register is kept at the company's registered office or another prescribed place in Hong Kong and is not open to public inspection.

SCR Registrable Legal Entity

"SCR registrable legal entity" describes an entry on a Hong Kong company's Significant Controllers Register where the controller is a company, not a natural person. The company secretary maintains this record and must note the entity's own registration details, including its identification number issued by the Companies Registry.

Significant Controllers Legal Entity

A significant controllers legal entity is any body corporate that individually meets any of the statutory conditions to be a significant controller. The three conditions common in practice are holding more than 25% of the issued shares, controlling more than 25% of the voting rights, or having the right to appoint or remove a majority of the directors. The register records the entity's name and its own corporate details.

Hong Kong Registrable Entity

A Hong Kong registrable entity is a company incorporated in Hong Kong that is itself a significant controller of another Hong Kong company. Its own certificate of incorporation and company number are recorded in the controlling company's SCR. The entity's own company secretary or director must supply the required information.

Who Is a Registrable Legal Entity

A registrable legal entity is any body corporate, wherever incorporated, that meets one or more of the conditions in the Companies Ordinance for being a significant controller. If a foreign company holds 25% or more of the issued shares of a Hong Kong company, that foreign company is a registrable legal entity and must be entered in the Hong Kong company's SCR. The entity's own legal form, jurisdiction of incorporation and registration number must all be recorded.