Hong Kong Company SCR (Significant Controllers Register) Explained
Reviewed by Captime's licensed team (TCSP Licence TC010212) · Updated · Editorial policy
Understand Hong Kong SCR requirements, including who qualifies as a significant controller, the 25% ownership test, designated representatives, and penalties.
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
A Significant Controllers Register (SCR) records the individuals or legal entities that ultimately own or control a Hong Kong company. It is a statutory beneficial ownership requirement under Hong Kong company law.
Most Hong Kong-incorporated companies must keep an SCR, including companies owned by overseas founders. Listed companies are exempt, while registered non-Hong Kong companies are generally outside the SCR requirement.
A person may be a significant controller if they directly or indirectly hold more than 25% of the shares or voting rights, control most board appointments, or exercise significant influence or control over the company.
No. The ownership threshold is more than 25%, so exactly 25% does not qualify under the shareholding test alone. However, another control test may still make that person a significant controller.
The Hong Kong company may need to identify both the overseas corporate shareholder and the ultimate individual controller. Ownership must be traced through corporate structures to determine who ultimately has significant control.
The company must still maintain an SCR. If it knows that it has no significant controller, that fact must be stated in the register.
The designated representative can be an eligible Hong Kong-resident director, employee or shareholder, or a qualified accounting professional, legal professional or licensed TCSP. At least one designated representative is required.
The SCR must be kept at the company’s registered office or another location in Hong Kong and is not filed as a public register. Failure to comply can result in a HK$25,000 fine plus HK$700 per day for a continuing offence.
Video transcript
Read the full transcript
If someone just asked you for your company's SCR, here's everything you need in about 6 minutes. So, what is the SCR? Since March 2018, when Division 2A of Part 12 of the Company's Ordinance, Chapter 622, came into force, every Hong Kong company must keep a significant controller's register, a private record of the real people who own or control the company. It is not public, and it is not filed anywhere. It sits at your registered office, ready to be shown to law enforcement on demand. Not keeping one is a criminal offense, a fine of up to HK$25,000, plus HK$700 a day while it continues. The good news? For a typical founder-owned company, the register is small, simple, and set up once.
Who goes in it? The law. Schedule 5A of the Company's Ordinance, Chapter 622, gives 5 tests, and meeting any one makes someone a significant controller. The first three are the quarter tests, holding more than 25% of the shares, more than 25% of the voting rights, or, where a company has no share capital, more than a quarter of the capital or profits. The fourth, the right to appoint or remove a majority of the board. And the fifth is the catch-all, actually exercising, or having the right to exercise, significant influence or control, including through a trust or firm. If you're a founder who owns your company outright, this is easy. The significant controller is you.
Two co-founders at 50-50? Both of you. The register exists precisely so that answer is written down somewhere official. The register records each controller's particulars— name, identity or passport number, correspondence address, the date they became a controller, and the nature of their control. Getting there involves one formal step people skip. The company must take reasonable steps to identify its controllers and, where needed, send a notice to anyone believed to be one, who then has one month to reply. Sole founder? In practice, you confirm your own details and the file is done. And here's the rule that surprises everyone.
A company with no significant controllers must still keep the register, stating exactly that fact inside it. There is no such thing as, we don't need one. The register lives at your registered office, in English or Chinese. Keep it somewhere else in Hong Kong and you must tell the company's registry on Form NR-2 within 15 days. One more mandatory piece. Every company must appoint at least one designated representative, the named person law enforcement contacts about the register. Not anyone can take the role.
It must be either a director, employee or member of the company who is a natural person living in Hong Kong, or a licensed professional, an accountant, a lawyer or a TCSP licensee, that is, a licensed trust or company service provider. Spot the catch for overseas founders. If nobody in your company lives in Hong Kong, you cannot fill this role yourself from abroad. A licensed provider fills it for you, and their name and contact details go into the register. This is one of the quiet reasons every Hong Kong company effectively needs a local professional in its corner, as our company secretary video explains. Three things worth saying plainly. First, private does not mean invisible.
Nine authorities, from the company's registry and the Inland Revenue Department to the police and the ICAC, can demand to see the register at any time, and it must be ready. Second, the only companies exempt are listed ones. Small doesn't exempt you. Inactive doesn't exempt you. Even a dormant company, under our dormancy videos rules, still keeps its SCR. Third, accuracy matters more than existence. Knowingly or recklessly putting false information in the register is a separate offense, with fines up to HK$300,000 and up to two years in prison. This register is easy to get right and expensive to fake. The facts in 20 seconds.
Every Hong Kong company, except listed ones, keeps a significant controller's register, section 653H of the company's ordinance, chapter 622. In it, everyone passed the quarter tests or with board control or a statement that there's no one, plus one designated representative, Hong Kong resident or licensed professional, kept at your registered office, private but shown to authorities on demand. Penalties, HK$25,000 plus 700 a day, and much worse for false entries. At Captime Corporate Management Limited, the SCR is part of the plumbing we quietly handle. As a TCSP licensee, we can act as your designated representative.
We set up and maintain your company's registers at our registered office address, and we prepare the notices and updates when your ownership changes. hk or use the link in the description. No credit card, no obligation. Thank you for watching. If this made the SCR clear, give it a like and subscribe. Accurate, hype-free guides to running a Hong Kong company. See you in the next video.
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