Hong Kong Significant Controllers Register: Public? Penalties?

Where and how

• Keep it at the registered office or another place in Hong Kong. If that place is not the registered office, file Form NR2 within 15 days.
• It is a company record, not a public filing. Ordinary members of the public cannot search it.

Who can access it A significant controller named in the register can also inspect it. Law enforcement officers can inspect on demand, including the Companies Registry, Customs and Excise Department, HKMA, Hong Kong Police Force, Immigration Department, Inland Revenue Department, Insurance Authority, ICAC and the SFC.

What it should record Information on each significant controller and registrable legal entity, and notes when the company has issued notices to suspected controllers and not received a reply.

If you do not comply

• Failing to keep the register, identify controllers, keep it up to date or make it available to law enforcement officers is an offence. The company and every responsible person face a fine at level 4 (HK$25,000) and, where it continues, HK$700 for each further day.
• A person who receives a notice from the company and does not comply within one month faces a fine of HK$25,000, as does any related person.
• Knowingly or recklessly giving false or misleading information, in the register or in a reply to a notice, carries up to HK$300,000 and two years' imprisonment on indictment, or HK$100,000 and six months on summary conviction.

Good practice Review the register when shares change hands, when directors change, and at least when preparing each annual return.