New Requirement of The Companies (Amendment) Ordinance 2018

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The Companies (Amendment) Ordinance 2018 (“CAO”), introducing new requirements on the keeping of Significant Controllers Registers (“SCR”) by Hong Kong companies, will come into operation on 1 March 2018.

To enhance transparency of corporate beneficial ownership in order to fulfil Hong Kong’s international obligations, the Companies Ordinance (Cap. 622) is amended to require a company incorporated in Hong Kong to obtain and maintain up-to-date beneficial ownership information, by way of keeping a Significant Controllers Register, for inspection by law enforcement officers upon demand.

The CAO requires Hong Kong company to keep a SCR in either the English or Chinese language, containing required particulars of its significant controllers (including registrable person and / or registrable legal entity). The SCR should be kept at the company’s registered office or a prescribed place in Hong Kong.

Hong Kong company has to designate a representative to serve as a contact point for providing information about the SCR and related assistance to law enforcement officers. The designated representative must be either a shareholder, director or an employee of the company who is a natural person resident in Hong Kong or an accounting/legal professional or a person licensed to carry on a business as trust or company service provider. The particulars of the designated representative should also be entered into the SCR.

If a company fails to comply with the requirement of keeping a SCR, the company, and each of its responsible persons, will be liable on conviction to a fine up to $25,000 and a daily fine of $700.

Please contact our Senior Manager, Resa Shiu (resa.shiu@apec-capital.com) for more details.

Reference:

https://www.cr.gov.hk/en/publications/docs/ec2-2018-e.pdf