Significant Controllers Register Hong Kong | SCR Compliance Requirements
- Ravenscroft & Schmierer
- Oct 2, 2020
- 4 min read
Updated: 3 days ago
The Significant Controllers Register Hong Kong regime forms part of Hong Kong’s corporate transparency framework and reflects its international obligations relating to anti money laundering and counter terrorist financing. Since its introduction, the regime has imposed ongoing compliance responsibilities on most Hong Kong incorporated companies, requiring them to identify individuals and entities that exercise significant control and to maintain an up to date register accessible to law enforcement authorities.
In order to fulfil the international obligations as a member of the FATF (Financial Action Task Force) regarding MLTF (Money Laundering and Terrorist Financing) issues, Hong Kong has, with effect from 1 March 2018, amended the Companies Ordinance.
To comply with the SCR ("Significant Controllers Register") regime, all companies incorporated in Hong Kong (except listed companies) must therefore satisfy new requirements in accordance with Cap. 622 the Companies (Amendment) Ordinance 2018, which include:
identifying and ascertaining any person that has significant control over the company.
maintaining a significant controller register accessible to law enforcement officers upon demand.
1. Listed and Foreign Companies Excluded
Registered non-Hong Kong companies are not required to keep a significant controllers register. Only local companies formed and registered under the Companies Ordinance (Cap. 622) or the former Companies Ordinance are required to keep a significant controllers register. Listed companies are also excluded.
2. Significant Control Comes in Many Forms
A significant controller is defined as a:
registrable person who is a natural person with significant control over the company;
registrable legal entity, such as a company, with shareholdings giving significant control over the company.
A person has significant control over a company if one or more of the following five 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 share capital, a right to 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 firm that is not a legal person, where the trustees or members satisfy any of the first four conditions.
3. The SCR Must Contain Various Details
The significant controllers register must contain, among others, the required particulars of the significant controllers and contact details of the designated representative of the company. The required particulars include:
name of the registrable person or entity.
for a registrable person: correspondence address, Hong Kong identity card number or, if none, passport number and issuing country.
for a registrable legal entity: legal form, registration number, place of incorporation, governing law and registered office address.
date of becoming a significant controller.
nature of control over the company.
4. Due Diligence Obligations
A company is required to take reasonable steps to identify its significant controllers. These steps include reviewing the company’s register of members, articles of association, shareholders agreements or other relevant documents, and issuing notices to persons believed to be significant controllers or persons who may know their identity.
The SCR register must be kept at the company’s registered office or another place in Hong Kong. The company is required to file Form NR2 with the Companies Registry reporting the location of the SCR.
A company must make the SCR available for inspection and copying by a law enforcement officer. Failure to do so may result in the company and responsible persons being liable to a level 4 fine (HK$25,000) and, where applicable, a further fine of HK$700 for each day during which the offence continues.
In view of the above, directors and other responsible persons of companies in Hong Kong should treat the SCR regime as an ongoing compliance obligation and ensure appropriate measures are in place.
How Ravenscroft & Schmierer Can Help?
Ravenscroft & Schmierer advises companies and directors on the legal framework governing the Significant Controllers Register Hong Kong regime. The firm provides guidance on compliance obligations, statutory record keeping, and procedural matters under the Companies Ordinance.
Individuals and businesses seeking further information on SCR requirements may contact us.
FAQ: Significant Controllers Register Hong Kong
What is a Significant Controllers Register in Hong Kong?
A Significant Controllers Register is a statutory register that records individuals or entities that exercise significant control over a Hong Kong incorporated company.
Which companies must keep a Significant Controllers Register?
Most Hong Kong incorporated companies are required to keep an SCR, except listed companies and registered non-Hong Kong companies.
What does significant control mean under Hong Kong law?
Significant control includes holding more than 25% of shares or voting rights, appointing a majority of directors, or exercising significant influence or control over a company.
Where must the SCR be kept?
The SCR must be kept at the company’s registered office or another location in Hong Kong that has been reported to the Companies Registry.
Who is entitled to inspect the SCR?
Law enforcement officers are entitled to inspect and copy the SCR upon request.
Are there penalties for failing to comply with SCR requirements?
Yes. Failure to comply with the SCR regime may result in criminal liability, including fines imposed on the company and its responsible persons.
How can Ravenscroft & Schmierer assist with SCR compliance?
Ravenscroft & Schmierer assists Hong Kong companies in understanding and implementing SCR requirements, including identifying significant controllers, structuring internal compliance processes, and addressing practical issues that arise during ongoing maintenance of the register.
Why work with Ravenscroft & Schmierer on Significant Controllers Register matters?
SCR compliance requires careful judgement, accurate record keeping, and ongoing monitoring. Ravenscroft & Schmierer combines local regulatory knowledge with practical experience to help companies manage their SCR obligations efficiently and with reduced regulatory risk.
Can Ravenscroft & Schmierer support directors and company secretaries with SCR obligations?
Yes. Ravenscroft & Schmierer regularly works with directors, company secretaries, and compliance professionals to clarify responsibilities under the SCR regime and to support organisations in meeting their statutory obligations with confidence.
Whilst every effort has been made to ensure the accuracy of this article it is general in nature and does not constitute legal advice of any kind. You should seek your own personal legal advice before taking legal action. We accept no liability whatsoever for loss arising out of the use or misuse of this article.