All companies incorporated in Hong Kong (except listed companies) should identify persons who have significant control over the company (‘significant controllers’) and maintain a significant controllers register (‘SCR’) to be accessible by law enforcement officers. A person has ‘significant control’ over a company if one or more of the following condition are met:
• The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company
• The person holds, directly or indirectly, more than 25% of the voting rights of the company
• The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
• The person has the right to exercise, or actually exercises, significant influence or control over the company
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions (in their capacity as such) in relation to the company
Everyone who meets the above criteria should be included in the SCR. A company can identify its significant controllers by reviewing the company’s register of members, articles of association and shareholders agreement.
Centre O can help you to maintain your Significant Controllers Register as part of our Company Secretarial service. Check out further details on the following link: http://centreo.hk/company-secretarial/.
If you would like to know more about SCR compliance, please contact us at firstname.lastname@example.org. We are always here to serve and help your company to maintain Hong Kong business requirements and compliance.