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2022-02-23 | OneStart Weekly
【4 mins Read】OneStart Weekly - Company Formation Legislations

Company formation – Legislations


Significant Controllers Register / Local Private Company


Apart from helping you to register and deal with documents at company formation, another important service that forming your company with OneStart Business Centre can offer you, is that our responsible professional consultants would remind you of your legislative responsibilities. Think of us as an alarm you set, so you would not forget about important deadlines that you are obliged to follow.

OneStart Business Centre thinks that this is crucial for us to ensure our clients in not following into lawsuits carelessly. We value the business of clients, just as how valuable OneStart Business Centre’s Company formation Services and other Professional Services could mean to you.


Significant Controllers Register

According to the currently amended Companies Ordinance, companies registered in Hong Kong would have to identify their significant controllers. Companies except listed company, i.e. Both Unlimited Companies and Limited Companies (limited by shares or limited by guarantee), would have to submit a registration to the Company Registry.

Significant controllers meant literally the person who would have a significant control over your company matters. Under the following condition, any natural person would be deemed as the significant controllers of your company:

- holding over 25% of the issued shares, or the capital and profits of the company

- holding over 25% of the voting rights of the company

- having the right to appoint or remove a majority of the board of directors, according to the Article of Association

- having the right to exercise significant control or influence over the company, not meeting the conditions stated above

- having the right to exercise significant control or influence over the activities of a trust or a firm, that is not a legal person but meeting one or more conditions listed above


There can be more than one significant controllers, or no significant controllers. You would have to list all particulars of all the registrable persons, or list to say your company has no significant controller. You might wish to go through the documents you prepared for company formation, and identify the significant controllers from the register of members, Articles of association, or shareholder agreements.

One thing you might have to be extra aware of is that a significant controller need not to necessarily be a “person”. If you recall from our previous blogs, a limited company would be a registrable separate legal entity from the shareholders. Therefore in this case, if there is another limited company holding shares of your company, and could have a significant control, you would have to add the name of the limited company to you list.


Within 7 days after the identification, the company should issue a notice to the significant controllers, reminding them to provide the required particulars within a month. Once you have all the particulars of the company’s significant controller, you should enter the information to the register within 7 days.

If you are still puzzled by this concept, please feel free to contact OneStart Business Centre’s professionals to know more!


Annual Return

A local private company, a local public company, and a local limited company limited by guarantee, would have to deliver the company’s Annual Return every year for registration.


For a local private company, you should hand in the completed Form NAR1, stating the annual return of your company within 42 days of the anniversary of company formation. For both local public company and limited company limited by guarantee, you should hand in the Form NAR1 for annual return within 42 days of the company’s return date in every financial year. A local public company’s return date would be 6 months after the end of the accounting reference period. On the other hand, the return date for a limited company limited by guarantee, would be 9 months after the end of the accounting reference period. OneStart Business Centre could also provide Accounting Services, and would be sure to notify you your submission of annual return.

Any late return or non-delivery of a company’s Annual Return, might get you into legislation troubles. The responsible person would be liable to prosecution and a fine penalty. Therefore, it is extreme important for you to seek professional help, and help you handle matters with your company.


As OneStart Business Centre has always aim at achieving, we would be more willing to provide a one-stop professional services for you on your way to company formation. Our service does not end after you have successful company incorporation. Try out our other services, like Accounting and Audit service, Company Secretary service, and MPF consultation services.

Interested in OneStart Business Centre’s Company Incorporation srvices? Phone in to our hotline 3575 6888 or WhatsApp our helpful consultants!