The significant controller of a company includes a registrable legal entity which is the member of the company with significant control over the company and a registrable person who is a natural person/specified entity with significant control over the company. People and companies can be important controllers of a company. In Hong Kong law, significant controllers are also referred to as “registrable legal entities” and “registrable persons”. If a controller is a legal entity, the SCR must include the following: In addition to SCR, companies in Hong Kong should also consider the TCSP, which stands for Trust and Company Service Providers. TCSP is required when selecting a designated representative for the Company. To remain compliant with the new regime, a representative must be from Hong Kong or one with the TCSP to prove that the company is not involved in illegal activities such as money laundering and economic crisis (AMLO). The person has the right to exercise significant influence or control over the activities of a trust or corporation that is not a corporation but whose trustees or members meet one of the first four conditions relating to the corporation. A natural or legal person who has received the above notification must comply with the requirements set out in the notification within one month from the date of notification. In the case of a registrable person, if the Company has already been informed of the person`s status as a significant controller and all necessary details of the person have been provided to the Company by the person or to the knowledge of the person, the Company is not obliged to send notice to the person.
The Company shall add a note in its Register of Significant Controllers that the Company has notified a person whom it knows or has reason to believe is a registrable person or a registrable legal entity of the Company, but that such person has not complied with the notification within the specified period of 1 month. See examples of additional questions to be considered in the register. The appointed representative of a company must be either a shareholder, director or employee of the company who is a natural person resident in Hong Kong or, alternatively, a chartered accountant, a lawyer or a person authorised to carry on business as a trustee or business service provider. A company is required by the Companies Ordinance 2018 to take reasonable steps to identify and identify persons and entities that exercise substantial control over the company. Disclaimer: Although BBCIncorp strives to make the information on this website as current and accurate as possible, the information itself is for reference purposes only. You should not replace the information in this article with competent legal advice. Contact BBCIncorp customer service for advice on your specific cases. Upon receipt of such notification, the natural or legal person who received it shall have one month in which to comply with it.
Note that it is essential for a company to enter the required details about a registrable person within 7 days of confirming the registrable person in their SCR. The same case of duration will be applied to the entry of the required information on a registrable legal entity after it has been brought to the attention of the Company. An important controller register cannot be empty. If the Company is still in the process of identifying or determining its material controllers, or if the Company does not have material controllers, these statements must be recorded with communications to third parties to establish the identity of the material controllers. Although Company C is listed in Hong Kong, it is not a registrable legal entity of Company A and therefore does not meet the requirement of Section 653C. Company A must be traced to determine whether there is a person who exercises significant control over Company A over Company C, i.e. any person holding a controlling interest in Company C. A significant controller of a corporation includes a registrable legal entity and a registrable person. These steps to determine physical controllers include reviewing the Company`s membership register, ownership structure and shareholder agreements (if applicable). These steps identify and verify the identity of the people who have substantial control in the company.
The designated representative of a Company must be either (i) a director, employee or member of the Company who is a person resident in Hong Kong, or (ii) a chartered accountant, lawyer or person authorized to run a trust or business services business (“a TCSP licensee”). If you are an employee of the holding company, you may be designated as the designated representative of the holding company. If you are not a director, employee or member of the other affiliates, you must meet the above condition (ii) before you can be appointed as the designated representative of those companies. In other words, you may be appointed as a designated representative for all other group companies if you are a chartered accountant, lawyer or TCSP licensee. A company is required to take reasonable steps to identify the hardware controller(s). The steps include reviewing the Company`s membership register, articles of association, shareholders` agreements or other agreements and notifying all persons considered to be the relevant auditor and any person deemed to know the identity of the material controller. According to the amended regulations, “significant control” means that the person or entity, either: Note that a company`s SCR can never be empty. If a company does not have a registrable natural or legal person, this must be indicated in the SCR. The register of significant auditors should be kept either on paper or in electronic form and should describe in great detail the control of the legal entity over the company.
Yes, Person 1 is a registrable person of Company A by holding a direct interest in Company A, cumulatively with an indirect interest in Company A through Companies C and B (collectively more than 25% of the issued shares of Company A). a registrable person, who is a natural person exercising significant control over the company; and A major controller of a Hong Kong company includes a legal entity and a person. The legal entity must be a member of the company and registered as such in the commercial register. The new legal requirements apply to all limited liability companies domiciled in Hong Kong. A registrable legal entity is a legal entity that is a member of the corporation and has significant control over the corporation (for example, a shareholder). The required information that must be entered in the register of relevant controllers for a registrable person is as follows: After March 1, 2018, it is illegal to operate a trust or business services business in Hong Kong without a license. If convicted, the offender is liable to a fine of up to $100,000 and imprisonment for up to six months (subject to the transitional provisions described below). The definitions of chartered accountants, lawyers and TCSP licensees are defined in accordance with the Chartered Accountants Ordinance (i.e. “OPA”), the Legal Practitioners Ordinance (i.e.
“LPO”) and the Anti-Money Laundering and Combating the Financing of Terrorism Ordinance (“AMLA”). Where to keep an SCR – It should be noted that an SCR must be kept at the company`s registered office or elsewhere in Hong Kong. Paper or electronic format is permitted. The information required for a significant auditor is: Here we explain what you need to do to comply with this rule of the Companies Regulation. According to the new requirements of the SCR regime, it is strongly recommended that companies registered in Hong Kong take appropriate measures such as: In addition, an existing company (i.e. a company existing on March 1, 2018) is not required to issue Form NR2 if, since March 1, 2018, the SCR has been maintained with the register of members of the company and the company has issued a Form NR2 to the Registrar. in accordance with its Register of Members.
