Every company incorporated in Hong Kong, except listed companies, must identify its significant controllers and keep a significant controllers register (SCR) that law enforcement officers can inspect on demand. The SCR is not filed with the Companies Registry. It must be kept at the registered office or another place in Hong Kong, and the company must appoint a designated representative.
Who is a significant controller
A person or legal entity meeting one or more of these conditions:
- Holds, directly or indirectly, more than 25% of the issued shares.
- Holds, directly or indirectly, more than 25% of the voting rights.
- Holds, directly or indirectly, the right to appoint or remove a majority of the board.
- Has the right to exercise, or actually exercises, significant influence or control over the company.
- Has that right or influence over a trust or firm whose trustees or members meet one of the conditions above.
Example from the Companies Registry: two shareholders holding 50% each are both significant controllers.
What the register contains
- For individuals: name, correspondence address, identity card number (or passport number and issuing country), date of becoming a significant controller and nature of control.
- For legal entities: legal form, registration number, place of incorporation and registered office address, plus the same dates and nature of control.
- Name and contact details of the designated representative.
- If the company has no significant controller, the register must say so.
Where to keep it and the designated representative
- Keep it at the registered office or another place in Hong Kong. If it's not at the registered office, notify the Registrar in Form NR2 within 15 days.
- The designated representative must be a shareholder, director or employee who is an individual resident in Hong Kong, or an accounting professional, a legal professional or a licensed trust or company service provider.
- If a person doesn't reply to the company's notice within 1 month, the company must note this in the register.
Related service: Company Secretarial Services (From HK$2,800 / year). We can handle this for you, and the first consultation is free.
Frequently asked questions
Do I file the SCR with the Companies Registry?
No. The SCR is kept by the company, at its registered office or another place in Hong Kong, and must be available to law enforcement officers on demand.
I'm the sole shareholder and director. Do I still need an SCR?
Yes. You are the significant controller. If you've already given the company your particulars, it doesn't need to send you a notice.
Who can be the designated representative?
A shareholder, director or employee who is an individual resident in Hong Kong, or an accounting professional, a legal professional or a licensed trust or company service provider.
Sources (official)
This guide is general information, not professional advice. Government fees and deadlines can change, so check the official sources linked above.