Hong Kong Company SCR (Significant Controllers Register) Explained
Key Takeaways
- Hong Kong-incorporated and re-domiciled companies generally need an SCR, except listed companies.
- A person may be a significant controller if they directly or indirectly hold more than 25% of the shares or voting rights.
- Significant control can also arise through board appointment rights or significant influence or control.
- Even if there is no significant controller, the company must still keep an SCR stating that fact.
- The SCR must include required controller details and at least one designated representative.
- Failure to keep a compliant SCR can make the company and each responsible person liable to a HK$25,000 fine, plus a further HK$700 per day for a continuing offence.
Quick Answer
A Hong Kong-incorporated or re-domiciled company generally must keep a Significant Controllers Register (SCR) unless it is listed. The SCR records people or legal entities with significant control over the company. It must also name at least one designated representative and be kept in Hong Kong for inspection by authorised law enforcement officers.
How the Hong Kong Significant Controllers Register Works
Hong Kong’s SCR regime took effect on 1 March 2018 to identify the people or legal entities that ultimately own or control a company.
There are five statutory control tests. A person may qualify if they directly or indirectly hold more than 25% of the issued shares, more than 25% of the voting rights, or, where a company has no share capital, a right to more than 25% of its capital or profits.
A person may also qualify if they can appoint or remove a majority of the board, or if they have the right to exercise, or actually exercise, significant influence or control. These rules can also apply through a trust or firm.
For a founder-owned company, a sole 100% owner will normally be a significant controller; if two founders each own 50%, both meet the shareholding test.
The company must take reasonable steps to identify controllers and may issue formal notices. A recipient generally has one month to reply.
The SCR is kept in English or Chinese. Individual-controller particulars include name, correspondence address, ID or passport details, the date control began and the nature of control.
Every company subject to the regime must appoint at least one designated representative: an eligible Hong Kong-resident director, employee or member, or an accounting professional, legal professional or licensed trust or company service provider (TCSP).
How Captime Helps
Captime Corporate Management Limited (TCSP Licence No. TC010212) can help overseas founders set up and maintain their Significant Controllers Register as part of ongoing Hong Kong company compliance.
Captime can act as an eligible designated representative, maintain company registers at its Hong Kong registered office service address, and prepare relevant notices and updates when ownership or control changes.
If someone has asked for your SCR and you are unsure whether it exists or is up to date, Captime can review the position and explain the practical next steps.
Official References
- Hong Kong Companies Registry — Significant Controllers Register: Overview
https://www.cr.gov.hk/en/legislation/scr/overview.htm - Hong Kong Companies Registry — FAQ: Significant Controllers Register
https://www.cr.gov.hk/en/legislation/scr/faq.htm - Hong Kong Companies Registry — Guideline on the Keeping of Significant Controllers Registers by Companies
https://www.cr.gov.hk/en/publications/docs/Guidelines_scr_e.pdf - Hong Kong Companies Registry — SCR Publications and Form NR2
https://www.cr.gov.hk/en/legislation/scr/publications-index.htm
Comparison Table
SCR Requirements at a Glance
| Requirement | What It Means |
|---|---|
| Who needs an SCR? | Hong Kong-incorporated and re-domiciled companies, except listed companies |
| Main ownership test | More than 25% of shares or voting rights |
| Other control tests | Board control or significant influence or control may also qualify |
| No significant controller | The company still keeps an SCR and records that fact |
| Where is it kept? | Registered office or another place in Hong Kong |
| Different location | Notify the Companies Registry using Form NR2 within 15 days |
| Designated representative | Eligible Hong Kong resident or qualified/licensed professional |
| Failure to comply | The company and each responsible person may face a HK$25,000 fine, plus HK$700 per day for a continuing offence |
Frequently Asked Questions
An SCR, or Significant Controllers Register, is the statutory record of people or legal entities with significant control over a Hong Kong company.
Hong Kong-incorporated and re-domiciled companies generally must keep an SCR unless listed. Registered non-Hong Kong companies are outside this requirement.
A person may qualify under five tests, including holding more than 25% of shares or voting rights, controlling board appointments, or exercising significant influence or control.
Not under the shareholding test alone, because the threshold is more than 25%. Another control test may still apply.
The company must still keep an SCR and record that it has no significant controller.
No. The SCR is not publicly filed with the Companies Registry. It is kept in Hong Kong for authorised law-enforcement inspection, and a person recorded as a significant controller has statutory inspection rights.
An eligible Hong Kong-resident director, employee or member, or an accounting or legal professional or licensed TCSP.
Failure to keep a compliant SCR can expose the company and each responsible person to a HK$25,000 fine plus HK$700 per day for a continuing offence. Materially false or misleading SCR information can lead to up to HK$300,000 and two years’ imprisonment on indictment, or HK$100,000 and six months’ imprisonment on summary conviction.
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