What You Need to Know about Significant Controllers Register when Incorporating a Company in Hong Kong

When investors hear of the many benefits that come with running a company in Hong Kong, the first thing to cross their minds is, "how do you get into this space?" Hong Kong is a financial hub, an innovation center, and leverage for "transforming" businesses into multinationals. 

So, whether the idea of going offshore is a result of strategic planning or prompted by the poor performance of your enterprise back home, successful entry into Hong Kong requires compliance with all the requirements outlined in the Companies Ordinance. These include having a pre-approved name, a duly-filled company registration form, a business structure, plus all the documents needed for company incorporation in Hong Kong. 

One requirement that stands out during and after company registration, is the significant controllers register. Here is all that you need to know about this register to ensure you prepare and maintain it correctly. 

Why Hong Kong Stands Out as an Offshore Investment Jurisdiction

When Hong Kong got its independence from the British in 1997, it retained a great deal of independence from Mainland China. With this autonomy, Hong Kong has used every opportunity to enhance itself as a business hub. The efforts are bearing fruits because it is now a revered business hub, ranking third in foreign direct investment (FDI) inflow. 

Hong Kong is also a financial hub, with over 70 of the top 100 banks having a huge presence on the island. Most of the large companies we know of today, from Microsoft to Volkswagen, also have some presence on the island. Other reasons that make Hong Kong an excellent jurisdiction for international business expansion include: 

• Hong Kong simplifies the process of accessing the Mainland Chinese market. It serves as an important "gate" to mainland China not just because of proximity but also through the Closer Economic Partnership Arrangement (CEPA), which allows tariff-free movement of products from Hong Kong.
• State-of-the-art infrastructure. 
• Straightforward tax regime. 
• No restrictions on capital gains movement to and from Hong Kong. 
• Immense government support for businesses to become successful. 
• You are allowed to incorporate a company in Hong Kong with the help of an agency without having to fly there. 

Who should Be Included in the Significant Controllers Register (SCR)?

When incorporating a business in Hong Kong, know that it is required to prepare and maintain a significant controllers register. This register is aimed at helping to promote transparency of corporate beneficial ownership. Here are two crucial things that you need to know about SCR. 

• Who Should Prepare and Keep an SCR

The register is used to identify the people who have control over a company incorporated in Hong Kong. All companies, including those limited by shares or guarantees and unlimited incorporations, are required to keep the SCR for inspection by relevant authorities. 

• How to Identify Significant Controllers 

This is probably the most important part because it can help you pick the right information and present it correctly in the register. A significant controller is any person or entity that: 

1. Holds 25% of the issued shares directly or indirectly. 
2. Holds 25% of voting rights directly or indirectly. 
3. Holds the right to appoint or change the board members. 
4. Holds or exercises some right to influence the company operations. 

Does the process of preparing the significant controllers register sound complex? Remember that non-compliance is a criminal offense that attracts a level-4 fine (HK$25,000), or a further daily penalty of HK$ 700, depending on the circumstances. 

In most cases, foreign investors say that preparing an SCR is very challenging, but it does not have to be if you work with an agency of experts, such as GMHK. Apart from helping you with company incorporation in Hong Kong, GMHK experts will also help with the preparation of the significant register. Furthermore, you can also count on GMHK for accounting and tax compliance, among other executive functions.