What is a registrable person in Hong Kong

Summary

A registrable person in Hong Kong is an individual who meets the criteria of a significant controller under the Companies Ordinance (Cap. 622), meaning they hold more than 25% of the issued shares or voting rights, or otherwise exercise significant influence or control over a company. This is a natural person, as opposed to a registrable legal entity, and they must be identified in the Significant Controllers Register (SCR). Since March 2018, companies incorporated in Hong Kong have been required to maintain an SCR and identify their registrable persons and registrable legal entities.

What Is a Registrable Person in Hong Kong?

Under the Companies Ordinance (Cap. 622), a registrable person is an individual who qualifies as a significant controller. This individual must be a natural person, not a company or other legal entity. Companies that meet the significant controller criteria are recorded as registrable legal entities instead. Both categories must appear on the Significant Controllers Register kept by every Hong Kong company since March 2018.

Who Is a Registrable Person in Hong Kong?

The ordinance identifies a registrable person by reference to the significant controller tests. A person is a registrable person if they hold more than 25 percent of the issued shares, or more than 25 percent of the voting rights. They may also qualify by having indirect control through a registrable legal entity, or by exercising or having the right to exercise significant influence or control over the company. The company secretary, or the designated representative, must identify every individual who meets any of these criteria.

SCR Registrable Person and the Significant Controllers Register

The SCR registrable person record is a statutory requirement. The register must state the individual's name, correspondence address, identity document number, the date they became a registrable person, and the nature of their significant control. It is kept at the company's registered office or another prescribed place in Hong Kong. The register is not open to public inspection, but law enforcement authorities may access it on request.

Significant Controllers Registrable Person: The 25 Percent Threshold

A significant controllers registrable person is one who holds more than 25 percent of the shares or voting rights. The Companies Ordinance (Cap. 622) sets this as the principal test. Where ownership is indirect, the chain must be traced through registrable legal entities. The company must take reasonable steps to identify everyone satisfying the 25 percent threshold and record them in the register.

Hong Kong Registrable Person Definition Under Cap. 622

The Hong Kong registrable person definition follows from section 653 of the Companies Ordinance (Cap. 622). It distinguishes between a registrable person (an individual) and a registrable legal entity (a body corporate or firm). Both terms describe those who meet the significant controller conditions. The distinction matters because the register must note which entries are natural persons and which are legal entities. A designated representative assists law enforcement in providing access to the register.