Country-specific guidance Current
Significant Controllers Register requirements overview
Who has to keep one, and what counts as significant control.
Nearly every Hong Kong-incorporated company has to keep a significant controllers register, whether or not its owners realise it. This guide sets out the requirement and what it means for checking a corporate client's ownership. It is general information, not legal or compliance advice.
Action plan
1 Know which companies must keep a significant controllers register This applies broadly, with one clear carve-out.
Every company formed and registered in Hong Kong under the Companies Ordinance, or a former Companies Ordinance, must keep a significant controllers register, except a listed company. A corporate client that assumes this obligation doesn't apply to a smaller or privately held company is very often mistaken.
- Treat the significant controllers register duty as applying to essentially all Hong Kong-incorporated companies
- Confirm listed-company status specifically before assuming the exemption applies
- Don't assume a small or closely held company is exempt just because of its size
Done when: The corporate client's obligation to keep a significant controllers register has been confirmed, not assumed either way
Companies Registry: Significant Controllers Register FAQ2 Understand what counts as significant control There are several distinct tests, and meeting any one of them is enough.
A person or entity has significant control over a company if they hold, directly or indirectly, more than 25% of issued shares, hold more than 25% of voting rights, hold the right to appoint or remove a majority of the board, have the right to exercise, or actually exercise, significant influence or control over the company, or exercise control through a trust or firm meeting one of the other conditions. Meeting any single one of these tests is enough to qualify.
- Check shareholding and voting rights against the 25% threshold, directly and indirectly
- Check board-appointment rights separately from shareholding
- Check for significant influence or control exercised through a trust or firm arrangement
Done when: Each significant-control test has been checked individually against the company's actual structure
3 Keep the register accessible in Hong Kong, and notify if it moves Where the register is kept matters, not just that it exists.
The significant controllers register may be kept at the company's registered office or elsewhere in Hong Kong. If it's kept somewhere other than the registered office, the company must notify the Companies Registry, generally within 15 days. A corporate client should be able to tell you where its register is kept and confirm that notification, if required, was made.
- Confirm where the corporate client's significant controllers register is actually kept
- Check whether a location-change notification to the Registry was required and made
- Don't assume the register is automatically kept at the registered office without confirming
Done when: The location of the corporate client's significant controllers register, and any required notification, has been confirmed
See requesting beneficial ownership information from a corporate client