Guide to Significant Controllers Register in Hong Kong [2025]

The Significant Controllers Register (SCR) is a mandatory record that lists individuals or entities with significant control over a Hong Kong company. It’s a key compliance requirement for most private companies operating in Hong Kong.

In this guide, we’ll cover who must maintain an SCR, what details it should include, how to stay compliant in 2025, and where to find support if you need help.

The Significant Controllers Register (SCR) is a legal document that records the individuals or legal entities who have significant control over a Hong Kong company. Introduced under the Companies (Amendment) Ordinance 2018, the SCR aims to increase corporate transparency and help authorities combat money laundering and terrorist financing.

All applicable companies must keep an up-to-date SCR at their registered office or another designated location in Hong Kong. The register is not public but must be available for inspection by law enforcement authorities upon request.

Under the amended Companies Ordinance, all private companies incorporated in Hong Kong must:

• Identify and ascertain individuals or entities with significant control over the company (referred to as “significant controllers”).
• Maintain a Significant Controllers Register (SCR) that is accessible to law enforcement officers at any time.
• Keep the SCR at the company’s registered office or another approved location in Hong Kong. If kept elsewhere, the company must notify the Companies Registry within 15 days. You’ll also have to file Form NR2 to record the location of registers and company records. 
• Keep the SCR up to date, recording any changes in ownership or control without delay
• Provide access to the SCR when requested by authorised government bodies.
• Appoint a Designated Representative to act as the contact point for authorities regarding the SCR.

These obligations are essential for corporate transparency and compliance with Hong Kong’s anti-money laundering regulations.

All Hong Kong-incorporated companies must maintain a Significant Controllers Register. This includes private companies limited by shares, companies limited by guarantee, and even dormant companies. 

However, exemptions apply to public limited companies (i.e., large listed companies that are listed on the Hong Kong stock exchange) and registered foreign companies, such as foreign branches.

A significant controller is any individual or legal entity that has significant influence or control over a Hong Kong company. This includes either a natural person (an individual) or a registrable legal entity (such as a company or trust) that is a member of the company, typically a shareholder.

Under Hong Kong law, a person or entity has “significant control” if they meet any of the following conditions:

• Hold more than 25% of the company’s shares, either directly or indirectly
• Hold more than 25% of the voting rights in the company
• Have the right to appoint or remove a majority of the board of directors
• Have the right to exercise, or actually exercise, significant influence or control over the company
• Control a trust or firm that meets any of the above conditions in relation to the company

Under the Companies Ordinance, every Hong Kong company must appoint at least one designated representative. This is a natural person responsible for handling enquiries from law enforcement or regulatory authorities, including regarding the Significant Controllers Register (SCR).

Although both roles are related to the Significant Controllers Register (SCR), a significant controller and a designated representative serve different legal functions.

• A Significant Controller is the person or entity that has significant influence or control over the company.
• A Designated Representative, on the other hand, is the person appointed to act as the main point of contact for law enforcement or regulatory authorities regarding the SCR. This person must be:
  - A natural person residing in Hong Kong, and
  - Either a director, employee, or member of the company, or
  - A licensed professional such as a lawyer, accountant, or Trust and Company Service Provider (TCSP)

In short, the Significant Controller holds power over the company, while the Designated Representative ensures the company meets its disclosure and record-keeping obligations.

Every company must identify its significant controllers, who are the people or entities with substantial beneficial ownership or control over its share capital. To identify who is or is not a person of significant control, the company (via a responsible person or employee of the company) must:

1. Review documents like the register of members, articles of association, shareholder agreements, and company constitution
2. Check for joint ownership or trusts
3. Understand who genuinely controls decisions or the profits of the company

Once you have identified the significant contrello, you must send them a legal notice within 7 days, and they must respond within 1 month.

Once the information on significant controllers has been gathered, it must be entered into the register. The company’s SCR must contain the following required particulars. 

If the company is unable to identify or ascertain who the significant controllers are, or it does not have any significant controllers, these facts must also be recorded in the Significant Controllers Register.

The SCR must be made available for inspection when required by law. Certain government authorities and individuals have the legal right to inspect the SCR at any reasonable time. This includes but is not limited to:

• Hong Kong Police Force
• Inland Revenue Department (IRD)
• Hong Kong Monetary Authority
• Immigration Department
• Insurance Authority
• Securities and Futures Commission
• Independent Commission Against Corruption (ICAC)

These authorities may inspect the register as part of investigations related to anti-money laundering, counter-terrorist financing, or to fulfil an international obligation.

Moreover, anyone whose name is recorded in the SCR also has the right to request an inspection and obtain a copy of their information.

Failure to maintain and allow inspection of the Significant Control Registers is an offence. The company, its directors, ultimate beneficial owners (UBOs), employees, or any responsible persons may face penalties including fines and imprisonment. Companies that do not keep the SCR at the registered address can be fined up to HKD 25,000, while not complying with an SCR notice can result in HKD 25,000 plus a daily fine for ongoing non-compliance.

Additionally, anyone who knowingly or recklessly provides false, misleading, or deceptive information in relation to the SCR can be fined up to HKD 300,000 and may face imprisonment for up to two years.

If you're struggling with this step when it comes to registering or maintaining your company, let Statrys help you get through it seamlessly.

Statrys offers a comprehensive Hong Kong company incorporation service that includes all the essentials, especially for foreign entrepreneurs. This covers the provision of a designated representative, company secretary, and registered address, along with the maintenance of the significant controller register. 

With Statrys handling these vital compliance obligations, you can focus on your business's growth and operations with complete peace of mind, knowing your SCR requirements are expertly managed. You can also switch your existing company secretary to Statrys easily with just one step.