AbacusHKCPA - Company Formation and Company Registration by Hong Kong Accountants (HKCPA)

According to Hong Kong Companies Ordinance, each limited company should have a company secretary.
Who should be :

• A Hong Kong resident, or
• A Hong Kong registered limited company.

The duty of company secretary is to maintain proper company record as required and stated in Companies Ordinance (not accounting records).

These include :

• Submit annual return to Company Registry;
• Maintain shareholders and directors record;
• Maintain Significant Controllers Register (“SCR”); and
• File proper return to Company Registry as and when certain transaction happens, such as allotment of shares, legal charge of asset etc.

As a limited company is granted the "privilege" of limited liability, it needs to comply with some administrative requirement to enable information disclosure to public is maintained.

This protects

• The public, including bankers, business partners, employees etc, who need to assess the credibility and capability of the company;
• The management of the company because compliance of disclosure requirement shows that they are acting in good faith.

 

The new requirements on the keeping of significant controllers registers by companies which will come into operation upon commencement of the Companies (Amendment) Ordinance 2018 (“the Amendment Ordinance”) on 1 March 2018.

To enhance transparency of company information, all companies incorporated in Hong Kong (except Listed Companies) are required to obtain and maintain up-to-date beneficial ownership information, by way of keeping a Significant Controllers Register ("SCR") for inspection by law enforcement officers upon demand.

 

A person has significant control over a company if one or more of the following 5 conditions are met:–

• The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company
• The person holds, directly or indirectly, more than 25% of the voting rights of the company
• The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
• The person has the right to exercise, or actually exercises, significant influence or control over the company
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions (in their capacity as such) in relation to the company

 

Following the passing of the Companies (Amendment) Bill 2017 on 24 January 2018, Hong Kong companies are required to obtain and maintain up-to-date beneficial ownership information through keeping a Significant Controllers Register (“SCR”) with effective from 1 March 2018.

The SCR of a company must contain the name and contact information of the Designated Representative ("DR") as its representative to provide assistance relating to the company’s SCR to a law enforcement officer.

A company’s DR must be one of the following:–

• A member, director or an employee of the company who is a natural person resident in Hong Kong; or
• An accounting professional, a legal professional or a Trust and Company Service Providers ("TCSPs") licensee as defined in the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, Cap. 615 (“AMLO”).