In order to enhance the transparency of beneficial ownership of corporations and fulfill Hong Kong’s international responsibilities, the revised Companies Ordinance (Chapter 622) requires companies incorporated in Hong Kong to obtain and maintain the latest information on beneficial ownership. Keep a "register of important controllers" for inspection by law enforcement officers. The Companies (Amendment) Ordinance 2018 (hereinafter referred to as the "Amendment Ordinance") provides new requirements for companies to keep a register of important controllers. The "Amendment Ordinance" has been implemented on March 1, 2018.
Government fines - Failing to keep a significant controller register
The revised Companies Ordinance (Chapter 622) was formally implemented on March 1, 2018, requiring companies established in Hong Kong to keep a Register of Significant Controllers for inspection by law enforcement officers.
Failure to maintain a register of important controllers at the registered address or storage location is a criminal offence. The company and each of its responsible persons may be fined at level 4 (HK$25,000). The judge will impose penalties according to different circumstances, and it is more likely to impose a fine of HK$700 per day.
Amendment of regulations
The company needs to keep a register of important controllers for inspection by law enforcement officers.
What is an important controller of the company?
- A person who meets one or more of the following five conditions means that he has significant control over the company:
- The person directly or indirectly holds more than 25% of the issued shares of the company;
- Or if the company does not have a share capital, the person directly or indirectly holds the right to share more than 25% of the company's capital or share more than 25% of the company's profits;
- The person directly or indirectly holds more than 25% of the voting rights of the company
- The person directly or indirectly holds the right to appoint or remove more than half of the directors of the company's board of directors;
- The person has the right or in fact to exert or exercise significant influence or control over the company;
- The person has the right or in fact to exert or exercise significant influence or control over the activities of a trust or firm, and the trust or firm is not a legal person
In addition to maintaining a significant controller register, each company must designate at least one person as the company representative to provide assistance to law enforcement officers on matters related to the company's significant controller register.
The company’s designated representative must be any of the following:
- A shareholder, director or employee of the company, and must be a natural person resident in Hong Kong;
- Or accounting professionals, legal professionals, or trust or company service licensees.
OneStart Business Centre can be your company’s company representative, helping you keep a register of important controllers and answer related questions when law enforcement officers look up the register. For details, please call hotline 3575 6888 or Whatsapp：97313668
The main responsibilities of the company include
- Keep a register of important controllers
- Let law enforcement officers inspect the register
- Identify important controllers
- Update register information
- Enter the particulars in the register
- Notify important controllers and other parties