14 February 2017



The Companies (Amendment) Ordinance 2018 (“the Amendment Ordinance”) introduces new requirements on the keeping of Significant Controllers Registers by companies. The Amendment Ordinance will come into operation on 1 March 2018.

To enhance transparency of corporate beneficial ownership in order to fulfill Hong Kong’s international obligations, the Companies Ordinance (Cap. 622) is amended to require a company incorporated in Hong Kong to obtain and maintain up-to-date beneficial ownership information by way of keeping a Significant Controllers Register. The Register should be open for inspection by law enforcement officers upon demand.


Which Company has to keep a Significant Controllers Register
The requirement to keep a SCR applies to all companies formed and registered under the CO or a former Companies Ordinance, namely locally incorporated companies, including:-

Companies which have their shares listed on the Stock Exchange of Hong Kong are exempted from the requirement.


What is Significant Control
A person has significant control over a company if one or more of the following 5 conditions are met:-

A significant controller of a company includes a registrable legal entity and a registrable person.

Registrable Legal Entity
A registrable legal entity is a legal entity which is a member of the company and has significant control over the company.


Registrable Person
The registrable person is a natural person or a specified entity that has significant control over the company. Each of the following bodies is regarded as a specified entity:

A natural person or specified entity that has significant control over the company is a registrable person of the company if:–

Contents of Register

A company must keep a SCR even if it does not have a registrable natural person or a registrable legal entity. If the company knows that it has no registrable person or registrable legal entity, it must state this fact in the SCR. A company must keep its SCR at the company’s registered office or a place in Hong Kong. All entries in the SCR relating to a significant controller may be destroyed only after 6 years from the date the person ceased to be a significant controller of the company.


Designated Representative
A company must designate at least one person as its representative to provide assistance relating to the company’s Significant Controllers Register to a law enforcement officer. A company’s designated representative must be one of the following:-


Failure to comply with the above obligations is a criminal offence. The company and every responsible person of the company are liable to a fine at level 4 (i.e. $25,000). Where applicable, there is a further daily fine of $700.



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