The Significant Controllers Register (備存重要控制人登記冊) (the “SCR”) is a new statutory register required by be kept by all Hong Kong incorporated companies with effect from 1 March 2018.
Under the Companies (Amendment) Ordinance 2018 (“the Amendment Ordinance”) which comes into effect on 1 March 2018, all Hong Kong incorporated companies, except for listed companies, are required to identify a person / persons who has / have significant control over the company and to maintain a SCR which will be accessible by law enforcement officers upon demand.
As an illustration, if a company has only one shareholder who beneficially owns 100% of the shares of the company, the particulars of this shareholder should be entered into the SCR of the company. If the company has one corporate shareholder, both the corporate shareholder and its beneficial (natural person) shareholder(s) holding 25% or more equity interest are required to be recorded in the SCR.
Each company must also designate at least one person as its representative to provide assistance relating to the SCR of the company to law enforcement officers.
The Companies Registry has published a guideline, both in English and in Chinese, on the meaning of who constitutes a significant controller (which includes a registrable person and a registrable legal entity) of the company and on who may be a designated representative.
Download English guideline here
Download Chinese guideline here
The SCR can be kept at the registered office or at the same place as the register of members. If a company decides to keep the SCR at any other place, it will need to inform the Companies Registrar of the address within 15 days using the prescribed form, the revised NR2 form. The address where the SCR is kept can be ascertained from the public records archive of the Companies Registry. The contents of the SCR are confidential and are accessible by law enforcement officer only .
There is a designated section in the website of the Companies Registry containing further information about the new requirements in respect of the SCR if you wish to know more about the subject. (https://www.cr.gov.hk/en/legislation/scr/faq.htm)
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