In this course · 5 of 7
Course 5
Keep your registers
7 lessons · 8 min
- 1Hong Kong Registered Office: Rules and How to Change Address
- 2Which statutory registers and records must a Hong Kong company keep?
- 3Must a Hong Kong Private Company Hold an AGM?
- 4Written Resolutions in Hong Kong and How to Dispense With AGMs
- 5Significant Controllers Register in Hong Kong: Who Must Keep One?
- 6Designated Representative (SCR) in Hong Kong: Who Can Be One?
- 7Hong Kong Significant Controllers Register: Public? Penalties?
The short answer
Every Hong Kong company except listed companies must keep a Significant Controllers Register (SCR) recording the individuals and entities who ultimately own or control it. A significant controller holds more than 25% of shares or votes, can appoint or remove most directors, or exercises significant influence or control.
Who must keep one Local companies incorporated under Cap. 622 or its predecessor, excluding listed companies. Registered non-Hong Kong companies are not covered by this regime.
Who is a registrable person (significant controller) Anyone who, directly or indirectly:
- holds more than 25% of issued shares (or capital or profit rights where there is no share capital);
- holds more than 25% of the voting rights;
- has the right to appoint or remove a majority of the board; or
- has the right to exercise, or actually exercises, significant influence or control over the company, or over a trust or non-corporate firm that meets any of these tests.
In short: anyone with more than 25% or effective control.
A registrable legal entity (for example a corporate shareholder) can also appear on the register. Shares held through a nominee count as held by the person for whom the nominee acts.
Key duties
- Take reasonable steps to identify significant controllers, including reviewing the register of members and sending notices.
- A person who receives a notice has one month to respond.
- Keep the register in Hong Kong, at the registered office or another notified place.
- The register is not filed with the Registry, but law-enforcement bodies can demand access.
Overseas controllers need tracing through the chain of ownership.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), Part 12, Division 2A (significant controllers register)
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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