The Companies (Amendment) Ordinance 2018 ("the Amendment Ordinance") introduces new requirements on the keeping of significant controllers registers by companies. The Amendment Ordinance has commenced operation on 1 March 2018.

 

According to the Amendment Ordinance, all Hong Kong Limited Companies are required to:

• Identify and ascertain who are  Significant Controllers

• maintain a Significant Controllers Rregister to be accessible by law enforcement officers upon demand

• maintain Registered Office or other places in Hong Kong

 

Impact of not comply to maintance of Significant Controllers Rregister?

 

If the Company fail to comply with the maintenance requirements of Significant Controllers Register, may subject to maximum fine of HK$25,000 plus daily fine of $700.  Law Enforcement Officer includes:

 

• Inland Revenue Department

• Companies Registry

• Customs and Excise Department

• Hong Kong Monetary Authority

• Hong Kong Police Force

• Immigration Department

• Insurance Authority

• Independent Commission Against Corruption

• Securities and Futures Commission

 

Who are Significant Controllers

 

• a registrable person who is a natural person that has significant control over the company; and

• a registrable legal entity e.g. a company, which is a shareholder of the company that has significant control over the company.

• The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company;

• The person holds, directly or indirectly, more than 25% of the voting rights of the company;

• The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company;

• The person has the right to exercise, or actually exercises, significant influence or control over the company;

• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions in relation to the company.

 

What should a company do to identify Significant Controllers?

 

A company is required to take reasonable steps to identify the significant controller(s). The steps include reviewing the company’s register of members, articles of association, shareholders agreements or other agreements and issuing notice(s) to any person who is believed to be the significant controller and any person who is believed to know the identity of the significant controller.

 

What is Designated Representative？

 

A company must designate at least one person as its representative to provide assistance relating to the company’s significant controllers register to a law enforcement officer.

 

A company’s designated representative must be either

• shareholder, director or an employee of the company who is a natural person resident in Hong Kong

• accounting professional 展群CK ® (會計師 / CPA)

• legal professional or

• person licensed to carry on a business as trust or company service provider 展群CK ® (TC000088)

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For further information, please contact 展群CK ®:

a. Phone at (852) 3502 7392
b. Whatsapp at (852) 5227 9242

c. Email at info@ck-tax.com