9 Facts About the Significant Controller Register (SCR)

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According to The Companies (Amendment) Ordinance 2018, Hong Kong companies must prepare for and maintain a Significant Controller Register (SCR) by 1 March 2018 in order to improve transparency of company ownership.

Who is affected?

The regime applies to every responsible person of every company incorporated in Hong Kong under the Companies Ordinance, with the exception of Hong Kong-listed companies, which are already subject to more stringent regulations.

The regime is applicable to the following Hong Kong companies:

  • Shares in a Hong Kong Private Limited Company
  • Hong Kong Limited Liability Company by Guarantee
  • Hong Kong Public Company Limited is a company based in Hong Kong.

It does not, however, apply to non-Hong Kong incorporated companies or registered non-Hong Kong entities, such as:

  • A non-Hong Kong company registered in Hong Kong
  • a sole proprietorship
  • Collaboration
  • Representation Office
  • Regional Headquarters


What is the purpose of SCR?

Although it is not a required public record, the SCR must be made available to law enforcement authorities on demand for inspection (listed below). SCR, in its broadest sense, enables authorities to identify and contact the person(s) and/or corporate(s) who have made the most recent decisions for the company.


What is the primary controller's role?

Significant controllers (SC) of a Hong Kong company are a registrable legal entity and a registrable person who has significant control over a company.

A person is said to have significant control over a company if at least one of the following conditions is met:

  • a person owns, directly or indirectly, more than 25% of the company's issued shares, or a right to more than 25% of the company's capital or profits if the company does not have a share capital;
  • The individual owns, directly or indirectly, more than 25% of the voting rights in the company.
  • The individual has the direct or indirect authority to appoint or remove a majority of the board of directors of the company.
  • The individual has the authority to exercise significant influence or control over the company.
  • The individual has the right, or actually exercises, significant influence or control over the activities of a trust or firm that is not a legal person, but whose trustees or members meet one of the four conditions outlined above in relation to the company.

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