Division 2A of Part 12 of the Companies Ordinance (Cap. 622), sections 653A and following, in force since 1 March 2018, requires every company incorporated in Hong Kong to keep a significant controllers register, except a listed company. A significant controller is a person, or a legal entity in the chain, that holds more than 25% of the issued shares or voting rights, holds the right to appoint or remove a majority of the directors, or otherwise has significant influence or control over the company.
The company must take reasonable steps to identify its significant controllers, serve notices on them, enter their particulars within seven days of confirming them, and keep the register up to date. It must also appoint a designated representative, who is a member, director or employee resident in Hong Kong, or a licensed trust or company service provider, solicitor or accounting professional, to help law enforcement with the register.
Who can see it
The register is kept at the registered office or another place in Hong Kong notified to the Companies Registry. It is not filed with the Registry and is not public. A law enforcement officer may demand to inspect it; the Registry's guideline defines the term to include officers of the Companies Registry, the HKMA, the SFC, the Insurance Authority, the Police, the ICAC, the Customs and Excise Department, the Immigration Department and the Inland Revenue Department. A person entered in the register as a significant controller may also inspect it. Failure to keep the register is a criminal offence, with a fine at level 4 (HK$25,000) and a daily fine of HK$700 for a continuing offence.
How Fill Easy relates to it
A firm verifying a Hong Kong company cannot order the SCR from the Registry. CorpVerify traces ownership from the documents the Registry does publish, such as the annual return and the incorporation form, through each corporate layer to the ultimate beneficial owner, and the customer's own SCR can then be checked against that result.