Register of Persons with Significant Control of Hong Kong Companies
Hong Kong is required to meet its obligations under the Financial Action Task Force’s (FATF) Recommendations and amendment the Companies Ordinance to comply with its obligations introducing the requirement for Hong Kong Companies to maintain a Register of Persons with Significant Control. The Register serves to comply with the FATF Recommendation to provide for transparency in the beneficial ownership of companies. The Register will not be available to the public, but must be provided to law enforcement agencies on request. The below introduces the compliance requirements placed on Hong Kong companies and the contents of the Register.
Keeping of register: Each company must keep a register of its significant controllers.
Significant controller: significant controller means a registrable person/legal entity
Registrable person: A natural person who holds, directly or indirectly, (i) more than 25% of the issued shares or voting rights; (ii) the right to appoint or remove a majority of the board of directors; (iii) has the right to or actually exercises significant influence or control over the company. A share held by a nominee for another person is regarded as being held by that other person.
Registrable legal entity: If the share of a company is held by another legal entity, that legal entity is a registrable legal entity. In the case of a chain of legal entities, only the immediate parent to the company is a registrable entity. The registrable entity does not replace the registrable person.
Contents of register: The registrable person’s forename, surname and any former names or aliases, correspondence address, number of the identification document (HKID or passport), the date of becoming a registrable person, and the nature of control. Registrable entities are kept in the register with the particulars of the entity name, registration number as per certificate of incorporation and address of its registered office. Any change must be registered with the details of the change and its date. The register must further contain the name and contact details of a designated person.
Place at which register must be kept: The register must be kept at the registered office of the company or another prescribed place in Hong Kong.
Designated person: A company must designate at least one person who is (i) a natural person resident in Hong Kong who is a director, employee or member of the company; or (ii) an accounting or legal professional or a TCSP licensee. The designated person is required to provide assistance to an officer of the Companies Registry or law enforcement agency to exercise their functions and inspect the register.
Duty to investigate and obtain information: A company must take reasonable steps to ascertain whether there is any significant controller of the company and to identify each of them.
Encore is able to assist you with the compliance requirements preparing and keeping the register and acting as the designated person. Contact us
for more information.