Hong Kong’s Significant Controllers Register: How Does It Work?

In Hong Kong, the Significant Controllers Register (SCR) was introduced under the Companies (Amendment) Ordinance 2018, which came into force on 1 March 2018. This legal obligation requires most Hong Kong‑incorporated companies (except listed issuers) to identify individuals or entities holding significant control and record their key particulars in an SCR.

As a cornerstone of corporate transparency, the SCR supports accountability across corporate structures and helps meet Hong Kong’s international anti‑money‑laundering and governance standards.

In this post you will learn the basics of the SCR, what information is required, who must comply, potential penalties for non‑compliance, and practical steps for maintaining the register. Dive in to demystify the Significant Controllers Register Hong Kong and ensure your company stays compliant while promoting trust and integrity.

Understanding the Significant Controllers Register

In Hong Kong’s evolving regulatory landscape, a clear understanding of the Significant Controllers Register is essential for corporate compliance. This statutory requirement plays a key role in identifying individuals or entities that hold real control over a company, reinforcing transparency and accountability in business operations.

What is the Significant Controllers Register?

The Significant Controllers Register (SCR) is a legal document that every private company in Hong Kong must prepare and maintain. It contains detailed information about the individuals or entities – called significant controllers – who ultimately own or control the company, even if they are not directors or shareholders on paper. This rule applies to all companies incorporated in Hong Kong, except for those listed on the Stock Exchange.

Under the Companies (Amendment) Ordinance 2018, every covered company must take reasonable steps to identify any person or entity with significant control. This typically includes those who hold more than 25 percent of shares or voting rights, or who have the authority to appoint a majority of the board of directors.

Although the concept is similar to the Persons with Significant Control (PSC) Register in the United Kingdom, there is one important difference: the SCR in Hong Kong is not available to the public. Only law enforcement agencies and specific government authorities may inspect it.

Why was the SCR introduced?

The Significant Controllers Register Hong Kong was created to promote transparency in business ownership and to help prevent money laundering, tax evasion, and the misuse of corporate structures. It follows international guidelines set by the Financial Action Task Force (FATF) and helps ensure that real decision-makers within companies can be identified when needed by authorities.

While the register stays private, the law gives enforcement agencies access to this information during investigations, helping strike a balance between privacy and accountability.

What details the SCR must include

A compliant controller register must go beyond listing names, it involves recording precise, legally required details about each controller. This section outlines exactly what information must be included in the SCR and how to handle the supporting documentation and Form NR2 filing with confidence.

Required information in the register

Whether an individual or a legal entity, every controller must be recorded with specific information. For a registrable person (natural person), the following information must be recorded:

• Full name
• Correspondence address (a P.O. box is not acceptable)
• Hong Kong Identity Card number or, if unavailable, passport number and issuing country
• Nationality
• Date the person became a significant controller
• Nature of control (such as owning more than 25 percent of shares or voting rights, or having the right to appoint or remove a majority of directors)

If the controller is a registrable legal entity, the SCR must include:

• Full legal name
• Company registration number (or equivalent)
• Legal form and governing law
• Principal office address
• Date of becoming a significant controller
• Nature of control over the company

Even if no person or entity meets the criteria of a significant controller, the company must still maintain the register with a statement confirming that no registrable controller exists. In accordance with the Guideline on the Keeping of Significant Controllers Register, all information must be entered within seven days of confirmation and must be updated promptly if there are changes.

Additionally, the SCR must include the particulars of the company’s designated representative. This individual must be located in Hong Kong and be available to assist law enforcement officers who may request access to the register.

Form NR2 filing and documentation process

If a company keeps its SCR at a location other than its registered office, it must file Form NR2 with the Companies Registry within 15 days of first keeping the register at that location or of any subsequent change in location.

Supporting documents must also be retained. For individuals, this includes a copy of a passport or Hong Kong Identity Card, and possibly a recent utility bill or bank statement to confirm the address. For legal entities, companies should keep certified copies of the business registration certificate or certificate of incorporation, along with documentation verifying the registered office address.

Failure to maintain accurate information, submit Form NR2 on time, or permit inspection by authorities may result in criminal penalties and ongoing fines for non-compliance.

Who must comply with the SCR regime?

Most Hong Kong companies must comply with the beneficial ownership reporting regime. This section explains which types of companies must maintain an SCR and explores the licensing duties of Trust or Company Service Providers involved in compliance, documentation, and anti-money laundering procedures.

Companies required to maintain an SCR

Under the Companies (Amendment) Ordinance 2018, which took effect on 1 March 2018, all companies incorporated in Hong Kong under the Companies Ordinance (Cap. 622) must comply with the requirements on the keeping of Significant Controllers Register.

This includes companies limited by shares, companies limited by guarantee, unlimited companies, and even dormant companies, except for those listed on the Stock Exchange of Hong Kong.

Additionally, branches of foreign companies registered under Part 16 of the Companies Ordinance are also required to maintain an SCR if they are registered in Hong Kong. In contrast, companies listed on the Hong Kong Stock Exchange are expressly exempt from compliance with SCR obligations.

Trust or Company Service Providers licensing requirement

Trust or Company Service Providers (TCSPs) that assist companies with setting up and maintaining their SCRs must be licensed under the Anti‑Money Laundering and Counter‑Terrorist Financing Ordinance (AMLO). The Companies Registry administers the TCSP licensing regime and expects TCSP licensees to meet stringent requirements regarding business conduct, ownership and control, and regulatory compliance.

TCSPs play a critical role in helping Hong Kong companies with the companies registry Significant Controllers Register process. Their responsibilities include client due diligence, verification of controllers, record‑keeping, and helping companies comply with AML and KYC obligations. In particular, TCSPs must perform a risk‑based assessment, conduct identity verification within 30 working days of establishing a relationship, and maintain accurate records in line with regulatory expectations.

By providing services such as company incorporation, acting as registered office provider or designated representative under the SCR framework, licensed TCSPs ensure that companies meet their obligations under the Significant Controllers Register HK requirements and the broader AML/KYC regime. Unlicensed entities offering these services may expose themselves to legal penalties, including fines and potential criminal liability.

Identifying significant controllers in your company

Not everyone listed on paper holds real power in a company. To meet compliance standards in Hong Kong, businesses need to look beyond formal titles and identify who genuinely controls decisions, assets, or influence. This part explains how to recognize those individuals or entities under the Significant Controllers Register regime.

Who qualifies as a significant controller?

A significant controller may be an individual or a legal entity that meets one or more of the following criteria under Hong Kong law:

• Holds, directly or indirectly, more than 25 percent of issued shares, or, if the company has no share capital, more than 25 percent of capital or profits
• Controls more than 25 percent of voting rights
• Has the right to appoint or remove a majority of directors
• Has significant influence or control over the company, even without a formal right
• Exercises influence over a trust or firm that is not a legal person, whose trustees or members meet any of the first four conditions which reflects indirect control via the structure.

Trusts are explicitly addressed. Settlor, trustee, protector, or beneficiaries may qualify as significant controllers if they effectively direct or influence the operations through the trust structure.

Examples of significant controllers

To better understand how the Significant Controllers Register in Hong Kong operates, here are a few examples:

• Shareholding dominance: Mr. Chan owns 30 percent of the company’s shares. Based on share ownership, he clearly qualifies as a significant controller.
• Voting rights without share majority: Entity A holds only 20 percent of the issued shares but controls 40 percent of the voting rights. It qualifies as a significant controller under voting control.
• Power to appoint directors: Ms. Lee has the authority to appoint five out of seven directors. She is a significant controller due to her ability to influence board composition.
• Trust involvement: A trust holds shares in the company, and Mr. Wong, acting as trustee, makes all decisions on behalf of the trust. His role as trustee places him within the definition of a significant controller.

If control is exercised indirectly, such as through a chain of holding companies or layered shareholding structures, the company must take reasonable steps to identify the ultimate controller. This may involve reviewing shareholder agreements, the articles of association, and issuing formal notices to individuals who may have relevant knowledge or control.

Penalties for SCR non-compliance

The consequences of non-compliance with the controller register regime are severe and extend to both companies and individuals.

Fines and legal consequences

Under the Companies Ordinance (Cap. 622), failure to maintain the SCR at the registered office or properly designated location in Hong Kong is a criminal offence. Both the company and each responsible officer face a maximum fine of HK$25 000. If the offence continues, courts may impose an additional penalty of HK$700 per day until the breach is rectified.

providing false or misleading information in the SCR is treated as an aggravating offence. Conviction may result in a fine of up to HK$300 000 and imprisonment for up to two years.

Personal liability for officers

Company directors and officers are legally required to take reasonable steps to identify, record, and update details of significant controllers. These steps include issuing notices, verifying identities, and promptly updating entries when changes occur.

Even when compliance tasks are outsourced, personal liability remains. Directors must ensure service providers have conducted appropriate due diligence and complied with all requirements.

Recent clarifications emphasize that officer accountability is not diminished by delegation. Courts have stressed that any lapse in identifying controllers or updating the SCR—whether through oversight or reliance on third parties—can lead to enforcement action against individuals.

In practice, a conscientious officer should consistently review the updated companies registry Significant Controllers Register guidance, ensure proper procedures are in place, and document all actions taken. Maintaining evidence of due diligence can be a crucial defence in case of dispute.

How to maintain a compliant SCR in 5 steps

An effective and up‑to‑date Significant Controllers Register (SCR) strengthens compliance and protects your company. The following five‑step process reflects the current Companies Registry guidance and shows how to implement the keeping of Significant Controllers Register properly.

Step 1: Determine the significant controller

Start by reviewing shareholding structures, trust arrangements, joint venture agreements, and any other relevant contracts. The goal is to identify individuals or legal entities that meet the criteria of a significant controller.

These include persons holding more than 25 percent of the shares or voting rights, those with the right to appoint or remove a majority of the board of directors, or persons who exercise significant influence or control over the company, either directly or indirectly. Conduct due diligence carefully and document the findings for recordkeeping and future verification.

Step 2: Notify the significant controller

Once a significant controller is identified or when there is reasonable cause to believe someone qualifies, you must send a notice using Form NR1 within seven days. This notice seeks confirmation of their status and the required particulars.

Under the Companies Ordinance, the company must retain written acknowledgment or proof of delivery. If the controller does not respond within one month, a note must be made in the SCR explaining the circumstances. All communication and outcomes should be well documented as part of ongoing compliance.

Step 3: Enter the information into the SCR

The Significant Controllers Register can be kept in either physical or electronic form. It must contain the required particulars and remain current at all times. For an individual controller, record the full name, identification document type and number, address, date of becoming a controller, and the nature of control.

For legal entities, include their name, registration number, legal form, governing law, and address. If no significant controller can be identified, a statement to that effect must be entered. Using a Significant Controllers Register sample available from the Companies Registry can help structure the content appropriately.

Step 4: Ensure availability for inspection

The SCR must be kept at the company’s registered office or at a designated location in Hong Kong. If the register is maintained elsewhere, Form NR2 must be filed with the Companies Registry within fifteen days of the change.

The register must be made available for inspection by law enforcement officers upon request. It is essential to ensure that the designated location is accessible and that all data in the SCR is ready for inspection in a timely manner.

Step 5: Appoint a designated representative

All Hong Kong companies (except listed companies) are required to appoint a designated representative to assist with matters related to the SCR. The representative must be a natural person who is a resident in Hong Kong or a licensed Trust or Company Service Provider (TCSP).

Their name and contact information must be included in the SCR. Where the register is kept at a different location, Form NR2 must also reflect the details of the designated representative. This role is crucial in supporting the company’s compliance duties and communication with enforcement authorities.

Compliance support from BBCIncorp

Many companies in Hong Kong face challenges in keeping their Significant Controllers Register (SCR) fully compliant, especially with evolving regulatory standards and strict enforcement. Identifying controllers, maintaining accurate records, and meeting filing deadlines can be overwhelming without expert support. At BBCIncorp, we provide end-to-end compliance solutions to help your business meet statutory obligations with confidence and avoid costly penalties.

Why choose BBCIncorp for SCR compliance?

BBCIncorp provides full-service support for the keeping of Significant Controllers Register. Our team assists with the preparation, review, and ongoing maintenance of your SCR to ensure it aligns with the latest Companies Registry requirements. We manage the issuance and follow-up of Form NR1 to notify potential significant controllers, and we handle Form NR2 filing when your SCR is kept at a different location.

Beyond document preparation, we perform due diligence and identity verification to identify and confirm significant controllers. With deep expertise in Trust or Company Service Provider (TCSP) licensing, as well as Anti-Money Laundering and Know Your Customer procedures, we help your company remain compliant with complex regulations. This minimizes the risk of director liability and prevents fines due to incomplete or outdated SCR records.

Additional services: accounting and tax support

BBCIncorp also offers integrated compliance services that include audit coordination, tax filing, and accounting services Hong Kong. Our team ensures timely submission of annual returns and statutory filings, keeping your company fully compliant across all regulatory fronts in Hong Kong.

Let BBCIncorp support your compliance journey with tailored, reliable solutions. Contact us today to learn how we can help your business meet the requirements of the Companies Registry Significant Controllers Register and beyond.

Conclusion

Maintaining a proper Significant Controllers Register is not just a regulatory formality but a legal requirement for most companies incorporated in Hong Kong. Non-compliance can result in substantial fines and personal liability for responsible officers. To meet these obligations, businesses must accurately identify significant controllers, maintain a current and complete register, appoint a qualified designated representative, and ensure the register is readily accessible at the registered office or a designated location.

Given the complexity of compliance and the risks of administrative oversight, engaging professional support is strongly recommended. BBCIncorp offers expert assistance in the preparation, maintenance, and regular review of your Register of Significant Controllers, along with support for Form NR1 and NR2 filings and due diligence procedures.

With a deep understanding of Companies Registry regulations and experience in compliance matters, our team helps you stay fully aligned with legal requirements while reducing risks to your company and its directors.

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