Register of Substantial Controller and Designated Representative

The Companies (Amendment) Ordinance 2018 (the "Amendment Ordinance"), now requires each company incorporated in Hong Kong to keep records of significant controllers of all companies incorporated in Hong Kong, other than a listed company. The Amendment Ordinance has imposed the requirement to maintain (1) a register of significant controllers and (2) appoint a representative for maintaining the register of significant controllers.
 
Register of Significant Controllers

Under the Amendment Ordinance, a company incorporated in Hong Kong is now required, in addition to maintaining a register of members, to maintain a register of “Significant Controllers” of such company.

A Significant Controller is either:

• a person that 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;
• a person that holds, directly or indirectly, more than 25% of the voting rights of the company;
• a person that holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company;
• a person that has the right to exercise, or actually exercises, significant influence or control over the company; or
• a person that 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 their capacity as such) in relation to the company.

This register of Significant Controllers is not a public document and will not be publicly accessible but may be accessible by law enforcement officers upon demand.

In brief, all companies are now required to maintain a register of Significant Controllers setting out the details of all individuals having more than 25% control of the shares in the Company, or being able to control or able to influence the board of directors of the Company. 
 
Designated Representative

The Amendment Ordinance also requires the register of Significant Controllers of the Company to be maintained by a designated representative (the “Designated Representative”). The Designated Representative must be based in Hong Kong and must be either a natural person, a legal professional, an accounting professional, or a licensed Trust or Company Service Provider in Hong Kong.

Keeping of the Register of Significant Controllers and Designated Representative

The Register of Significant Controllers and Designated Representative must be kept at either (a) the Company’s registered office, (b) the same place as where the Register of Members are currently maintained or (c) any other place within Hong Kong, provided that you notify the Companies Registry where it is kept.

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