Registrable Person/Registrable Legal Entity (s653C & s653D)

The Required Particulars relating to a registrable person/regisrable legal entity of a company should be entered into the Company’s SCR within seven days after they have all been provided or confirmed by the registrable person/regisrable legal entity.

 

Who has Significant Control over Applicable Company?

 Significant control over applicable company (s653E & Part 1 of Schedule 5A)

A person has significant control over an applicable company as defined by section s653A if one or more of the following 5 conditions 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

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Designated Representative (653ZC)

An applicable company must designate at least one person as its representative to provide the following assistance relating to the significant controllers register of the company—

(a)   assistance to an officer of the Companies Registry to facilitate ascertaining whether this Division is or has been complied with;

(b)   assistance to any other law enforcement officer to facilitate the officer’s performance under the law of Hong Kong of a specified function.

 

The company will have to designate a representative to serve as a contact point for providing information about the SCR and related assistance to law enforcement officers. The designated representative must be either

• a shareholder,

• a director;

• an employee of the company who is a natural person resident in Hong Kong ; or

• an accounting professional,

• a legal professional; or

• a person licensed to carry on a business as trust or company service provider
  (TCSP license, as defined by section 1 of Part 2 of Schedule 1 to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615))

The particulars of the designated representative should also be entered into the SCR.

 

Penalties

​If a Company fails to comply with the requirement of keeping a SCR which is a criminal offence,  the Company, and each of its responsible persons, will be liable on conviction to a fine up to HK$25,000 and a daily fine of HK$700. (s653I)

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Offence for false information

A person commits an offence if the person, in purported compliance with a notice given under this Division, knowingly or recklessly makes a statement or provides any information that is misleading, false or deceptive in a material particular.

A person who commits an offence under subsection  is liable—

(a)   on conviction on indictment to a fine of $300,000 and to imprisonment for 2 years; or

(b)   on summary conviction to a fine at level 6 and to imprisonment for 6 months. (653ZE)

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Reference:

Companies Registry External Circular No. 2   / 2018  
https://www.cr.gov.hk/en/publications/docs/ec2-2018-e.pdf

 

Companies Registry- Significant Controllers Register
https://www.cr.gov.hk/en/scr/publications_index.htm

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Companies (Amendment) Ordinance 2018
https://www.cr.gov.hk/en/publications/docs/es1201822053-e.pdf

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CR - Guideline on the Keeping of Significant Controllers Registers by Companies
https://www.cr.gov.hk/en/publications/docs/Guidelines_scr_e.pdf

 

CR - Keeping Significant Controllers Register
https://www.cr.gov.hk/en/publications/docs/35-e.pdf

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