With
the aim at enhancing transparency of corporate beneficial ownership of all Hong
Kong companies, Companies Ordinance (Cap. 622) is amended to require companies
incorporated in Hong Kong to obtain and maintain up-to-date beneficial
ownership information by keeping a Significant Controllers Register (SCR). The
Companies (Amendment) Ordinance 2018 (“the Amendment Ordinance”) will come into
effect on 1st March 2018.
Primasia will assist and support our clients
to fulfill all the regulatory requirements in this connection. We will ensure
our clients’ Hong Kong companies are compliant with the up-to-date regulations.
Major
obligations of a company:
To comply with the new requirements relating
to SCR, a company has to:
- keep a SCR
at the company’s registered office or a prescribed place
A company must keep its SCR at the
company’s registered office or a place in Hong Kong. The company must notify
the Registrar of the place where the SCR is kept and must notify the Registrar
of any change in the place at which the SCR is kept.
- identify the
company’s significant controllers
A company must take reasonable steps,
including the giving of notices and obtaining their required particulars, to
identify its significant controllers.
Significant Controller refers to:
o
A registrable
person who is a natural person that has significant control over the company
o A registrable
legal entity (eg. a company), which is a shareholder of the company that has
significant control over the company.
A person (or an entity) has
significant control over a company if one or more of the following 5
conditions are met –
- 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
- enter the
required particulars of its significant controllers in the SCR
A company is required to enter the
required particulars of a registrable person or entity into its SCR within 7
days after they have all been confirmed by the registrable person. Information
about a registrable person or entity must be confirmed before it can be entered
in the SCR.
- keep the
required particulars in the SCR up-to-date
A company has a duty to investigate
and obtain information about its registrable persons or registrable legal
entities and keep the information up-to-date. A company must update the
information contained in its SCR if there is a change in circumstances and any
information as entered is no longer correct.
- make the SCR
available for inspection and taking of copies by a law enforcement officer
On demand by a law enforcement officer
for the purpose of performance of functions relating to the prevention,
detection or investigation of money laundering or terrorist financing, a
company must at any reasonable time make its SCR available for inspection by
the officer at the place at which the SCR is kept and permit the officer to
make copies.
Law enforcement officer includes an
officer of the following Government departments or statutory bodies:
o
Companies
Registry
o
Customs and
Excise Department
o
Hong Kong
Monetary Authority
o
Hong Kong Police
Force
o
Immigration
Department
o
Inland Revenue
Department
o
Insurance
Authority
o
Independent
Commission Against Corruption
o
Securities and
Futures Commission
Designated
representative
A company must designate at least one person
as its representative to provide assistance relating to the company’s SCR to a
law enforcement officer.
A company’s designated representative must be
one of the following–
- 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”)
Penalty
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.
If you would like to know how we assist and
support our clients in this regard or if you need further information, please
feel free to contact us. Primasia also provides company incorporation (Hong Kong, China, Singapore and other offshore jurisdiction), Xero accounting, payroll management, visa application and trade documentation services. We are happy to provide more information upon request.
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Primasia Corporate Services Limited
Suite 1106-08, 11/F., Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong
