14 February 2017
IMPLEMENTATION OF SIGNIFICANT CONTROLLERS REGISTER
Which Company has to keep a Significant Controllers Register
- companies limited by shares
- companies limited by guarantee
- unlimited companies
Companies which have their shares listed on the Stock Exchange of Hong Kong are exempted from the requirement.
What is Significant Control
- The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company
- The person holds, directly or indirectly, more than 25% of the voting rights of the company
- The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
- The person has the right to exercise, or actually exercises, significant influence or control over the company
- The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions (in their capacity as such) in relation to the company
A significant controller of a company includes a registrable legal entity and a registrable person.
Registrable Legal Entity
- A corporation
- A government of a country or territory, or part of a country or territory
- An international organization whose members include 2 or more countries or territories (or their governments)
- A local authority or local government in a country or territory
A natural person or specified entity that has significant control over the company is a registrable person of the company if:–
- The person or entity holds shares or rights in the company through a registrable legal entity of the company; or
- The person or entity holds shares or rights in the company through a chain of registrable legal entitles (including non-Hong Kong companies)
Contents of Register
- The required particulars of every significant controller of the company
- The particulars of any registrable change with respect to each significant controller of the company
- The name and contact details of a designated representative
- All additional matters required under the new Schedule 5C of the CO
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.
- A member, director or an employee of the company who is a natural person resident in Hong Kong
- An accounting professional, a legal professional or a TCSP licensee as defined in the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, Cap. 615 (“AMLO”) and licensed under the AMLO to carry on trust and company service business in Hong Kong.
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