Wednesday, 21 February 2018

Significant Controllers Register (SCR) Hong Kong

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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Need more information?
Please contact:
John Barclay -Email
Teresa Tam - Email 
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Primasia Corporate Services Limited
Tel: +852 2882 2088
Suite 1106-08, 11/F., Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong

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