Significant controllers register explained Hong Kong

Significant Controllers Register Explained Hong Kong

The Significant Controllers Register (SCR) is a statutory register that every Hong Kong company incorporated under the Companies Ordinance (Cap. 622) must maintain. The requirement took effect on 1 March 2018. It records the natural persons and legal entities that hold significant control over the company, defining the SCR, the 25% threshold, its non-public status, and the role of the designated representative.

Hong Kong SCR Requirements

Part 17A of the Companies Ordinance (Cap. 622) sets out Hong Kong's SCR requirements. Every company must take reasonable steps to identify its significant controllers and enter their particulars in the register. Keep the register at your registered office or another prescribed place in Hong Kong. You must also designate a representative to assist law enforcement with access to the register.

Significant Controller 25% Rule

The primary test for identifying a significant controller is the 25% rule. A person is a significant controller if they hold, directly or indirectly, more than 25% of the issued shares in the company or more than 25% of the voting rights. The 25% threshold also applies to the right to appoint or remove a majority of the board of directors. A person who otherwise exercises significant influence or control over the company is also a significant controller.

SCR Filing Hong Kong

SCR filing Hong Kong is not a submission to the Companies Registry. The company does not file the register itself. Instead, the company maintains the register internally and updates it as changes occur. Enter the required identification particulars for each significant controller, including their name, correspondence address, and the date on which they became a significant controller. The register is available for inspection by law enforcement agencies but is not open to public inspection.

Who Is a Significant Controller

A significant controller can be a natural person or a legal entity. A legal entity that meets the 25% threshold or exercises significant influence is a registrable legal entity. Where a legal entity is the significant controller, the company must also identify any natural person who controls that entity. Record the nature of the control for each entry in the register.