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Significant Controller Register Samples

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What is a Significant Controller (of a HK Company)?

A Significant Controller of a Hong Kong company includes a registrable legal entity and a registrable person.

A Significant Controller Register must be obtained and maintained for a company registered in Hong Kong, in which up-to-date beneficial ownership information is required.

The Significant Controller Register should be opened for inspection by law enforcement officers when demanded.

Who is a Significant Controller?

A significant controller is a natural person or an entity who must have significant control over the HK company.

What is a Registrable Legal Entity?

A registrable legal entity is:

  • A legal entity which is a member of the Hong Kong company.
  • A legal entity that has significant control over the company.

Significant Controllers Register

Regarding the Significant Controllers Register, provide the particulars for:

  • The registrable person: Particulars must not be entered unless all are confirmed by the registrable person, and must be entered within 7 days after the confirmation.
  • The registrable legal entity: A particular must be entered within 7 days after the particular comes to the notice of the company.

Required Particulars of Significant Controllers

Registrable person – Natural person:

  • Name
  • Correspondence address
  • ID Card number, or Passport number and Passport issuing country
  • Date of becoming a significant controller
  • Nature of control over the company

Registrable person – specified entity

  • Name
  • Address of its principal office
  • Legal form and the law that governs it
  • Date of becoming a significant controller
  • Nature of control over the company

Registrable legal entity

  • Name
  • Registration number
  • Address of its registered or principal office
  • Legal form and the law that governs it
  • Date of becoming a significant controller
  • Nature of control over the company

Identify the Significant Controllers

How do you identify a significant controller or all the significant controllers in a HK company?

A registrable significant controller must fulfill at least one of the following conditions, according to section 1 of Schedule 5A of the Companies Ordinance 2018 (Amendment):

  • Must hold or share more than 25% of issued shares or profits.
  • Must hold more than 25% of voting rights.
  • Must possess the power to appoint or remove board of directors.
  • Must have significant influence or control.
  • Significant influence or control over a trust or firm whose trustees or members meet any one or more of the above four conditions.

Examples (Samples) of Significant Controllers (Register)

Sample case 1:

  • Person 1 and Person 2 are both registrable persons of Company A, and each of them hold 50% shares.

Sample case 2:

  • Person 1 (holds 26% shares) is a registrable person of Company B, when person 2, 3 and 4 hold 25%, 24% and 25% of shares.

Sample case 3:

  • Regarding the Significant Controller Register of Company C, person 1 is a registrable person.
  • Regarding the Significant Controller Register of Company B, person 1 is a registrable person, and Hong Kong based company C is a registrable legal entity.
  • Regarding the Significant Controller Register of Company A, person 1 is a registrable person by holding interests in Company A through Company B and Company C, and Hong Kong based company B is a registrable legal entity.

Sample case 4:

  • Person C has the right to appoint a majority of board of directors of ABC Limited.
  • The Significant Controller Register of ABC Limited: Person C is a registrable person, as she has the right to appoint a majority of directors of the Company.

Sample case 5:

  • Person D can ensure that Company E adopts the activities that she desires.
  • The Significant Controller Register of Company E: Person D is a registrable person of Company E, as she has the right to exercise significant influence over the company.

No Significant Controller

Sample case 1 in which no significant controller is identified: The HK company has reasonable cause to believe that it has no significant controller.

Sample case 2 in which the particulars of the identified registrable person have not been confirmed: The company has identified a registrable person of the Hong Kong company, namely, [name of the registrable person], but not all the required particulars of that person have been confirmed.

Sample case 3 in which the investigations of the company are ongoing: The HK company has not yet completed taking reasonable steps to ascertain whether it has a significant controller.

Sample case 4 in which the notice to a significant controller has not been compiled with within one month. The company has given a notice to a person, namely, [name of the person], whom it knows, or has reasonable cause to believe, to be a registrable person / registrable legal entity of the company. But the person has failed to comply with the requirements of the notice within 1 month from the date of the notice.

Location of Significant Controllers Register

Where to keep the Significant Controller Register?

When the Significant Controller Register (SCR) is not kept at the registered office of the company, then the NR2 form must be revised and filed with the Registrar, within 15 days after the SCR is first kept at that place.

When the Significant Controller Register (SCR) is kept at the same location where the register of members of the company is kept, and the Registrar has already been informed of the location, no need to file the NR2 form.

When the location of the Significant Controller Register (SCR) is changed, the NR2 form must be revised and filed with the Registrar, within 15 days after the change.

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