Written by Sneha Patwari, Corporate Secretary Lead
I've guided hundreds of founders through the incorporation process across Hong Kong and Singapore. The questions are always different; the mistakes are usually the same. I write to help people avoid them.
Key Takeaways
Every company incorporated or re-domiciled in Hong Kong must keep a significant controllers register (SCR), unless it's listed. That includes dormant companies and unlisted public companies.
A significant controller is anyone who, directly or indirectly, holds more than 25% of the shares or voting rights, can appoint or remove most of the board, or exercises significant influence or control.
The SCR isn't filed with the Companies Registry and isn't public. It must be kept in Hong Kong and shown to law enforcement officers on demand.
Most SCR steps run on a 7-day clock. People who receive an SCR notice from the company have 1 month to reply.
Hong Kong introduced the significant controllers register on 1 March 2018 to make it harder to hide who owns and controls a company. For a small private company, keeping one is usually simple: the register often names one or two people. The work lies in getting the deadlines right and tracing ownership through any holding companies.
This guide covers who must keep an SCR, how to identify significant controllers, what goes in the register, the 7-day and 1-month deadlines, and the penalties for getting it wrong. It's based on the Companies Registry's Guideline on the Keeping of Significant Controllers Registers by Companies.
What Is a Significant Controllers Register?
The significant controllers register is a record, kept by the company, of the individuals and legal entities that have significant control over it. The requirement comes from the Companies (Amendment) Ordinance 2018, which added Part 12, Division 2A to the Companies Ordinance (Cap. 622).
The register supports Hong Kong's anti-money laundering and counter-terrorist financing framework. It gives law enforcement a quick way to find out who stands behind a company.
According to the Companies Registry's SCR FAQ, the SCR is not delivered to the Registry for registration. It's kept at the company's registered office or another place in Hong Kong, and it isn't open to public inspection.
The government has proposed keeping records of companies' ultimate beneficial owners at the Companies Registry. According to a Legislative Council paper, a public consultation on the legislative proposal is targeted for the fourth quarter of 2026. Until any change is enacted, the current company-kept SCR rules apply.
Which Companies Must Keep an SCR?
| Type of Company | Must Keep an SCR? |
|---|---|
| Private company limited by shares, including a dormant one | Yes |
| Company limited by guarantee | Yes |
| Unlisted public company | Yes |
| Company re-domiciled to Hong Kong | Yes |
| Company listed on the Hong Kong stock exchange | No |
| Registered non-Hong Kong company (a foreign company's Hong Kong branch) | No |
A Hong Kong company that claims its profits are offshore for tax purposes is still a local company and must keep an SCR. Our guide to Hong Kong offshore companies explains the difference.
Who Is a Significant Controller?
A person has significant control over a company if they meet one or more of these 5 conditions:
They hold, directly or indirectly, more than 25% of the issued shares. For a company without share capital, this means a right to more than 25% of its capital or profits.
They hold, directly or indirectly, more than 25% of the voting rights.
They hold, directly or indirectly, the right to appoint or remove a majority of the board of directors.
They have the right to exercise, or actually exercise, significant influence or control over the company.
They have the right to exercise, or actually exercise, significant influence or control over a trust or a firm that isn't a legal person, whose trustees or members meet any of the first 4 conditions.
A significant controller can be an individual (a "registrable person") or a legal entity, such as a company, that is a shareholder of the company (a "registrable legal entity").
Worked Examples From the Companies Registry
The Registry's FAQ answers some common cases:
If two shareholders hold 50% each, both hold more than 25%, so both are significant controllers.
If your company is wholly owned by a BVI company that you own, both the BVI company and you go on the register. The company must trace through overseas holding companies to the individuals behind them.
Someone who holds 24% directly and another 20% through other companies holds 44% in total, so they're a significant controller.
Shares held by a nominee count as held by the person they're held for. The register shows the real owner, not the nominee. Our guide to nominee directors in Hong Kong explains how nominee arrangements work.
A director or CEO isn't a significant controller just because of their title. They only need to be entered if they have absolute decision rights or veto rights over how the business is run.
How to Identify Your Significant Controllers
The company must take reasonable steps to identify its significant controllers. In practice, that means reviewing the register of members, the articles of association and any shareholders' agreements, then giving written notices where needed.
The deadlines are short:
| Step | Deadline |
|---|---|
| Give notice to a person the company believes is a significant controller, or who knows who is | Within 7 days of the company knowing or having reasonable cause to believe it |
| Reply to the company's notice | Within 1 month of the date of the notice |
| Enter an individual's particulars in the SCR | Within 7 days after the individual confirms them |
| Enter a legal entity's particulars in the SCR | Within 7 days after each particular comes to the company's notice |
| Give notice of a change to a significant controller's particulars | Within 7 days of the company knowing or believing it |
| Enter a change in the SCR | Within 7 days after the change is confirmed or comes to the company's notice |
The company doesn't need to send a notice if the significant controller has already told it of their status and given all their particulars. For a one-person company where you're the sole director, shareholder and owner, the Registry confirms you don't need to send a notice to yourself.
If someone doesn't reply within 1 month, the company must note that in the register. If, after reasonable steps, the company can't identify any significant controller, it should record that fact and contact the Companies Registry.
What Goes in the Register
| For an Individual (Registrable Person) | For a Legal Entity (Registrable Legal Entity) |
|---|---|
| Name | Name |
| Correspondence address | Legal form and governing law |
| Hong Kong identity card number, or passport number and issuing country | Registration number and place of incorporation |
| Date of becoming a significant controller | Address of registered office |
| Nature of control (which of the 5 conditions apply) | Date of becoming a significant controller, and nature of control |
The register must also include the name and contact details of the company's designated representative. If the company has no significant controller, it must state that in the register.
The Designated Representative
Every company must appoint at least one designated representative to help law enforcement officers with enquiries about its SCR. The representative must be either:
- a shareholder, director or employee of the company who is a natural person resident in Hong Kong; or
- an accounting professional, a legal professional or a licensed trust or company service provider (TCSP).
The Hong Kong residence requirement applies to the first group. A licensed TCSP can act for a company whose owners all live overseas. Your company secretary can also be appointed, as long as it falls into one of these groups, for example as a licensed TCSP.
A significant controller can also be the designated representative if they fall into one of these groups.
Where to Keep the SCR
You can keep the SCR at the company's registered office or any other place in Hong Kong. If it's kept anywhere other than the registered office, the company must tell the Companies Registry on Form NR2 within 15 days after it's first kept there, and within 15 days of any later move.
A company that existed on 1 March 2018 doesn't need to file Form NR2 if it keeps the SCR with its register of members and has already reported that location.
Who Can Inspect the SCR?
The SCR is closed to the public. On demand, the company must make it available, and let officers take copies, to these law enforcement agencies:
- Companies Registry
- Customs and Excise Department
- Hong Kong Monetary Authority
- Hong Kong Police Force
- Immigration Department
- Inland Revenue Department
- Insurance Authority
- Independent Commission Against Corruption
- Securities and Futures Commission
A person named in the SCR as a significant controller can also inspect it free of charge and ask for copies, at HKD 5 for every 10 entries.
Penalties for Non-Compliance
According to the Companies Registry's guideline:
| Offence | Who Is Liable | Maximum Penalty |
|---|---|---|
| Failing to keep, identify, enter, update or make the SCR available | The company and every responsible person | HKD 25,000, plus HKD 700 a day where the offence continues |
| Failing to comply with an SCR notice within 1 month | The person who received it, and any related person | HKD 25,000 |
| Knowingly or recklessly giving false, misleading or deceptive information in the SCR or a reply to a notice | Any person | HKD 300,000 and 2 years' imprisonment on indictment, or HKD 100,000 and 6 months on summary conviction |
A company, a significant controller or another aggrieved person can also apply to the court to correct the register if someone's name is wrongly entered or left out.
How Statrys Can Help
Statrys sets up Hong Kong companies online, with a company secretary and registered office address included. Our corporate services team, licensed as a trust or company service provider, can act as your designated representative, keep your significant controllers register at our office and update it when your shareholding changes. Statrys doesn't currently onboard US clients.
To get started, see our Hong Kong company registration service, or switch your existing company secretary to Statrys.
FAQs
What Is the Purpose of the Significant Controllers Register?
The SCR makes it easier for Hong Kong law enforcement to find out who owns and controls a company, as part of the fight against money laundering and terrorist financing. It records the individuals and legal entities that hold more than 25% of the shares or voting rights, control the board or otherwise exercise significant control.
Do I Need to File the SCR With the Companies Registry?
No. The SCR is kept by the company at its registered office or another place in Hong Kong, and it's never delivered to the Companies Registry. You only file Form NR2 with the Registry if the register is kept somewhere other than the registered office, within 15 days of it first being kept there. Law enforcement officers can still ask to inspect it at any reasonable time.
How Quickly Must a Company Update Its SCR After a Change?
Within 7 days. The company must notify the significant controller within 7 days of learning of a change, and enter the change in the SCR within 7 days after it's confirmed by the individual or, for a legal entity, comes to the company's notice.
Do Dormant Companies Need a Significant Controllers Register?
Yes. Every company incorporated in Hong Kong, other than a listed company, must keep an SCR, whether it's trading or dormant. Being dormant removes some filing obligations, such as the annual return, but not the duty to keep the register up to date and available to law enforcement officers.
Does the Designated Representative Have to Live in Hong Kong?
If the representative is a shareholder, director or employee of the company, yes: they must be a natural person resident in Hong Kong. If none of your people live in Hong Kong, you can appoint a Hong Kong accounting professional, legal professional or licensed TCSP instead, which is how most overseas-owned companies meet the rule.
Disclaimer
This article is for informational purposes only and does not constitute legal advice. Speak to a qualified professional about your company's specific situation.
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