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New requirements for Hong Kong companies: Keeping a Significant Controllers Register

Starting this March 1st, 2018, all companies incorporated in Hong Kong (except public/listed companies) are required to keep a significant controllers register. This is a new requirement under the Companies (Amendment) Ordinance 2018.

In lemon terms, each company in Hong Kong must identify the persons who have a significant control over the company, prepare a written document (register) with the information of such persons, keep it updated in case of changes of control, and make it available for access by law enforcement officials when needed.

So who is considered a significant controller? For a limited company, that would be a natural person or a legal entity who meets any of the following requirements:
-Holding, directly or indirectly, 25% or more of the issued shares of the company
-Holding, directly or indirectly, 25% or more of the voting rights of the company
-Having, directly or indirectly, the rights to appoint or remove a majority of the board of directors of the company
-Having the rights to exercise, or actually exercising, significant control or influence over the company.
-Having the rights to exercise, or actually exercising, 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 above.

Another requirement of the act is the need to designate one person or company in Hong Kong as representative to provide assistance relative to the significant controllers register of the company to law enforcement officers.

Failure to comply with the above obligations is a criminal offence, with the company and every responsible person being liable of a fine of HK$25,000, plus, when applicable, a daily fine of HK$700.

The Companies Registry has prepared a pamphlet which provides full details about the new company ordinance. A hard copy can be purchased online at the government bookstore. We are also making a copy available for download here.

Sinovantage is a registered trust and and company service provider in Hong Kong and can help Hong Kong limited companies prepare and keep the Significant Controllers Register, while serving as designated representative, for HK$1,000/year. To learn more about this, please contact us online, email to info @ sinovantage.com or call us at 3460 3166.

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