The Hong Kong Significant Controllers Register regime has applied to nearly every local company since 1 March 2018. Failing to keep it correctly is a criminal offence carrying a fine of HK$25,000.
In this blog, we discuss who must be recorded in the register and the five statutory control tests. We also cover required particulars, where the register must be kept, and the penalties that apply.
What Is the Significant Controllers Register and Why Was It Introduced?
The register records the people and entities that ultimately own or control a company subject to the regime. It is kept in Hong Kong and is not filed with a government department.
On 1 March 2018, Hong Kong put Division 2A of Part 12 of the Companies Ordinance (Cap. 622) into effect, creating the local beneficial ownership record. The rules implement the transparency standards promoted by the Financial Action Task Force (FATF), the global body that leads work against money laundering and terrorist financing.
Unlike the UK's public people-with-significant-control filings, this jurisdiction has no public search facility for the record. Only authorised law enforcement officers may inspect it, and only when they request it.
The Companies Registry permits the record to be kept electronically or on paper. It can sit as a separate book or as part of the statutory records, provided every required detail remains complete and current.
Which Companies Need a Significant Controllers Register?
Local companies formed and registered under the Companies Ordinance must keep the register. Re-domiciled companies must also comply, unless their shares are listed on HKEX.
The obligation covers companies limited by shares, companies limited by guarantee and unlimited companies. Registered non-Hong Kong companies are generally not required to keep the register, even if they have a place of business in Hong Kong.
Companies whose shares are listed on HKEX are exempt from the SCR requirement. They remain subject to substantial-shareholder disclosure requirements under Part XV of the Securities and Futures Ordinance (Cap. 571).
Newly incorporated companies are not exempt. The register should be prepared alongside incorporation.
If you are still choosing a name, our free Hong Kong company name search tool helps you check availability before filing. Our Hong Kong company incorporation services also include preparing the significant controllers register as part of the incorporation package. The incorporation fees are set out in the Inland Revenue Department's fee table.
Companies Covered by the SCR Regime
| Company type | Must keep the register? | Alternative requirement |
|---|---|---|
| Local company limited by shares (private or unlisted public) | Yes | — |
| Local company limited by guarantee | Yes | — |
| Local unlimited company | Yes | — |
| Re-domiciled company | Yes, unless HKEX-listed | — |
| Registered non-Hong Kong company | No | — |
| Company listed on HKEX | No | Disclosures under Part XV of the Securities and Futures Ordinance |
| Overseas company with a place of business in Hong Kong but not yet registered | No | Registration required within one month |
Who Is a Significant Controller Under Hong Kong Law?
A significant controller is a registrable person, being a natural person or specified entity, or a registrable legal entity that meets at least one statutory control test. Shareholding and voting thresholds must exceed 25 per cent.
The Companies Registry's Guideline on Keeping of Significant Controllers Registers sets out the detailed tests. A person meets the shareholding or voting threshold only when control exceeds 25 per cent. Holding exactly 25 per cent is not sufficient.
A registrable legal entity is a legal entity that is a member of the company and has significant control over it. Where control is exercised indirectly, the company must investigate the ownership chain to identify the registrable persons. If the last entity in the chain is a listed corporation on a recognised stock market, that listed corporation is a specified entity and is recorded as the registrable person; the company does not need to look through it to natural persons behind it. A non-listed corporate member that meets a control test is a registrable legal entity and its particulars must be entered separately.
1. Holding more than 25 per cent of the shares
A person who directly or indirectly holds more than 25 per cent of the company's issued shares meets this condition. For a company without share capital, the test applies to a person entitled to more than 25 per cent of its capital, profits or assets on a winding up. Shares held by a nominee are treated as held by the beneficial owner. This is the most common test and typically captures founders and majority investors.
2. Holding more than 25 per cent of the voting rights
Voting control is assessed separately from shareholding. A person who controls more than 25 per cent of the votes at general meetings is registrable, even with a smaller economic stake.
3. Holding the right to appoint or remove a majority of the board
A person who can appoint or dismiss most of the directors holds de jure control over management. Shareholder agreements and reserved matters clauses often trigger this test.
4. Exercising significant influence or control
This catch-all test captures practical control without formal shareholding. Examples include veto rights over major decisions or decisive influence over strategy. Constitutional documents and side agreements may be relevant.
5. Control over a trust or firm
This test applies where a person has significant influence or control over a trust or firm that is not a legal person. Its trustees or members must meet one of the first four control conditions in relation to the company.
Significant Controller Tests at a Glance
| Control test | Threshold or condition | Common example |
|---|---|---|
| Shareholding | More than 25% of issued shares | A founder holding 60% of ordinary shares |
| Voting rights | More than 25% of votes at general meetings | An investor holding 30% of voting shares |
| Board control | Right to appoint or remove a majority of directors | A shareholder who can appoint 3 of 5 directors |
| Significant influence or control | Catch-all for other decisive influence, such as veto rights | A person with veto over major transactions |
| Trust or firm | Significant influence or control over its activities | Trust controller; trustees meet a condition |
| Registrable legal entity | A corporate member meeting any control test | A listed company holding 40% of the shares |
What Particulars Must Be Recorded, and When?
Entries for natural persons must be made within seven days after all particulars are confirmed. Legal-entity particulars must be entered within seven days after they come to the company's notice.
Entries for an individual must record the legal name and correspondence address. The correspondence address must also be recorded; where it is the same as the usual residential address, that same address satisfies both requirements. Where the person has a Hong Kong Identity Card, its number is required; otherwise, a passport number and the issuing country are used. The entry also needs the date when the person became a controller and the way control is exercised.
Entries for a registrable legal entity must state the registered name, legal form, registration number and place of incorporation. They must also record the registered office address, governing law and the nature and date of its control.
A company must appoint a designated representative to assist law enforcement officers. This may be a natural person resident in Hong Kong who is a member, director or employee, or it may be a corporate professional adviser, legal professional or TCSP licensee.
In practice, we help clients prepare these entries carefully. Incomplete particulars or unconfirmed dates are common record-keeping defects, and they expose the company to the offences described below.
Register Particulars and Recording Deadlines
| Particular | Natural person | Registrable legal entity | Recording deadline |
|---|---|---|---|
| Name | Legal name as on HKID card or passport | Registered name of the entity | Within 7 days of confirmation for natural persons; within 7 days after particulars come to the company's notice for registrable legal entities |
| Identification | HKID number, or passport number and issuing state | Company registration number and place of incorporation | Within 7 days of confirmation for natural persons; within 7 days after particulars come to the company's notice for registrable legal entities |
| Address | Correspondence address | Registered office address | Within 7 days of confirmation for natural persons; within 7 days after particulars come to the company's notice for registrable legal entities |
| Control details | Nature of control and date of becoming a controller | Nature of control and date of becoming a controller | Within 7 days of confirmation for natural persons; within 7 days after particulars come to the company's notice for registrable legal entities |
How Do Companies Maintain and Update the Register?
Companies must take reasonable steps to identify controllers and confirm identity-document details, such as an HKID or passport number, before recording them. They must keep the register current and follow the applicable seven-day statutory periods for notices and entries.
The register must be kept at the registered office or another place in Hong Kong. The register itself does not require a tax identification number. The required identity details are an HKID or passport number, although a TIN may still be needed for other Hong Kong filings. A company must notify the Registrar in Form NR2 within 15 days of first keeping its SCR elsewhere. The same deadline applies when the location changes. One exception: a qualifying existing company that keeps the SCR at the previously notified location of its members register. No notification is needed if it has always been kept at the registered office.
1. Identify presumed significant controllers
Review the share register, constitutional documents and shareholder agreements to determine who meets the control tests. Document the review as evidence of reasonable steps.
2. Serve notices to confirm particulars
Within seven days after it knows or has reasonable cause to believe someone is a controller, the company must issue a notice. Recipients generally have one month from the date of the notice to respond.
3. Record particulars within the statutory period
For a registrable person, enter all required particulars within seven days after they are confirmed. For a registrable legal entity, enter the particulars within seven days after they come to the company's notice.
4. Monitor changes and keep the register current
Share transfers, new investor rights and changes of control require further enquiries. Where the company suspects a registrable change, it must investigate. It must issue any required notice within seven days. Confirmed particulars must then be updated within the applicable statutory period.
What Are the Penalties for Non-Compliance?
Non-compliance is a criminal offence. It may result in a level 4 fine of HK$25,000 and, in the case of a continuing offence, a further daily fine of HK$700.
The penalties can apply to the company, its officers and significant controllers. A person who fails to respond to a company's notice commits an offence. A designated representative who fails to assist law enforcement officers also commits an offence.
Trust or company service providers must hold a licence from the Registrar of Companies. The licensing regime commenced on 1 March 2018. The SCR provisions require a designated representative, but they do not require the company to engage a trust or company service provider to maintain the register.
Offences and Maximum Fines
| Offence | Maximum penalty |
|---|---|
| Failure to keep the register | Level 4 fine (HK$25,000) |
| Wilful default where the breach continues | Additional daily fine of HK$700 |
| Failure to take reasonable steps to identify a controller | Level 4 fine (HK$25,000) |
| Significant controller failing to respond to a company's notice | Level 4 fine (HK$25,000) |
| Designated representative failing to assist law enforcement | Level 4 fine (HK$25,000) |
Conclusion
Compliance is not a one-time filing. The record must stay current, with controllers identified, particulars confirmed, and entries made inside the seven-day statutory windows. Every share transfer or control change should trigger a fresh review.
We help clients prepare and maintain these records from incorporation onward, including issuing statutory notices and appointing a designated representative. Our corporate secretarial team also rechecks control structures at each annual return so the entries remain accurate. If you are incorporating a Hong Kong company, our incorporation service includes preparing the record as part of the package; if you are still selecting a name, our free Hong Kong company name search confirms availability before filing.
As a Corporate Services Provider, 3E Accounting Hong Kong combines structured processes with technology-supported record keeping. Our global network spans more than 110 countries. Contact us to set up or review your Hong Kong Significant Controllers Register with confidence.
Get Your Register Right From Day One
Speak with our team about preparing your significant controllers register, appointing a designated representative and staying compliant under the Companies Ordinance.
Frequently Asked Questions
Yes. A sole shareholder holding 100% of the shares exceeds the 25% threshold and must be recorded, together with the nature and date of control. A sole director is not automatically recorded merely by being a director; directorship alone does not satisfy a statutory control test unless the person also meets one of the five control conditions.
No. Unlike some overseas regimes, the Hong Kong register is not publicly searchable. It must be produced on demand for authorised law enforcement officers, including Companies Registry officers.
No. Listed companies are exempt from the Significant Controllers Register requirement and instead maintain disclosures of substantial shareholders under Part XV of the Securities and Futures Ordinance.
The company must look through nominees to the beneficial owner. The person who ultimately holds the shares or exercises control is the one who must be recorded.
At the registered office or another place in Hong Kong. If it is kept elsewhere or the location changes, the Registrar must be notified in Form NR2 within 15 days. No notification is needed while it is kept at the registered office.
Abigail Yu
Director
Abigail Yu oversees executive leadership at 3E Accounting Group, leading operations, IT solutions, public relations, and digital marketing to drive business success. She holds an honors degree in Communication and New Media from the National University of Singapore and is highly skilled in crisis management, financial communication, and corporate communications.
