- Almost every Hong Kong-incorporated company must keep a Significant Controllers Register (private statutory book of who ultimately owns or controls the company). Mandatory since 1 March 2018.
- A significant controller usually holds more than 25% of shares or voting rights, can appoint or remove a majority of directors, or exercises significant influence or control.
- The register is not public. Only controllers named in it and specified law enforcement officers can inspect it.
- Every company must nominate a designated representative to assist law enforcement with SCR enquiries.
- Non-compliance is a criminal offence (level 4 fine, HK$25,000, plus HK$700 per day for continuing offences). Full penalty table below.
- What is it? The Significant Controllers Register (SCR): a private statutory register of people and entities with significant control over your company.
- Who must keep one? Almost all companies incorporated in Hong Kong (including re-domiciled companies). Listed companies on the Hong Kong Stock Exchange are exempt.
- Who goes in it? Registrable persons (natural persons) and registrable legal entities (corporate shareholders) meeting the control tests. Threshold is typically more than 25% of shares or voting rights.
- Where is it kept? At the registered office or another prescribed place in Hong Kong. Not open to public inspection.
The Significant Controllers Register (SCR) in Hong Kong is a mandatory private record of who ultimately owns or controls your company. Most founders hear about the company secretary and the Annual Return first. The SCR is a separate book you maintain from incorporation, update when control changes, and make available to law enforcement on request. It is not filed with the Companies Registry for public search, and it is not the same as your register of members.
In this guide, you’ll learn:
- What the Significant Controllers Register is and why Hong Kong requires it
- Who counts as a significant controller
- What particulars the register must contain
- Who the designated representative is and what they do
- Where to keep the SCR and who can inspect it
- How to identify controllers and keep the register current
- Penalties for non-compliance and common mistakes
- Which companies are exempt
What is the Significant Controllers Register (SCR)?
The Significant Controllers Register is a private statutory register that records the individuals and legal entities who ultimately own or control a Hong Kong company. It was introduced under the Companies (Amendment) Ordinance 2018 and took effect on 1 March 2018.
Every applicable company must:
- Identify its significant controllers
- Keep an SCR at a prescribed location in Hong Kong
- Enter and update the required particulars
- Nominate at least one designated representative to assist law enforcement
- Take reasonable steps to find out who its controllers are
The SCR sits alongside your other statutory registers (members, directors, secretaries). Unlike the register of members, it is not available for public inspection at the Companies Registry.
Why does Hong Kong require a Significant Controllers Register?
Hong Kong introduced the SCR to improve transparency of beneficial ownership and to meet international anti-money laundering (AML) and counter-terrorist financing obligations. Law enforcement needs a reliable way to see who really controls a company when investigating financial crime.
The register supports that goal without publishing beneficial ownership to the world. Only significant controllers named in the register and specified law enforcement officers can request to inspect or copy it.
Who is a significant controller?
A significant controller is either a registrable person or a registrable legal entity that has significant control over the company.
Type | Who it is |
Registrable person | A natural person who meets one or more of the control tests below |
Registrable legal entity | A corporate shareholder of the company (local or overseas) that meets the tests and is entered in the register of members |
A person or entity has significant control if one or more of these conditions apply:
- They hold, directly or indirectly, more than 25% of the issued shares (or, if there is no share capital, a right to more than 25% of capital or profits).
- They hold, directly or indirectly, more than 25% of voting rights.
- They hold, directly or indirectly, the right to appoint or remove a majority of the board of directors.
- They have the right to exercise, or actually exercise, significant influence or control over the company.
- They have the right to exercise, or actually exercise, significant influence or control over the activities of a trust or firm (that is not a legal person) whose trustees or members would meet any of tests 1–4 in relation to the company.
Founders often are significant controllers. If you own most of the shares or appoint the board, you belong in the register. In a company with several shareholders, more than one person can meet the 25% threshold at the same time.
What information must the register contain?
The SCR must be kept in English or Chinese and must include the required particulars of every significant controller, plus the company’s designated representative.
Field | Registrable person | Registrable legal entity |
Name | Yes | Yes |
Address | Correspondence address in Hong Kong (no PO box) | Registered or principal office |
ID / registration | HKID, or passport number and issuing country | Legal form, governing law, registration number |
Control | Date of becoming a registrable person; nature of control over the company | Date of becoming a registrable person; nature of control over the company |
The register must also record registrable changes, the designated representative’s name and contact details, and (if applicable) a statement that the company knows or has reasonable cause to believe it has no significant controller.
Who is the designated representative?
Every applicable company must appoint at least one designated representative (DR) to provide assistance to law enforcement officers in relation to the SCR.
The DR must be either:
- a director, employee, or member of the company who is a natural person resident in Hong Kong, or
- an accounting professional, legal professional, or Trust or Company Service Provider (TCSP) licensee in Hong Kong (such as a licensed company secretary)
The DR is the contact point when an authorised officer needs access to the register. That is a different appointment from day-to-day company secretarial work, though many providers handle both.
Your company secretary maintains statutory registers and filing deadlines. Your designated representative is the named contact for SCR enquiries from law enforcement. A TCSP-licensed secretary can serve as both, but they are separate appointments under the Companies Ordinance.
Where must the SCR be kept, and who can inspect it?
The SCR must be kept at the company’s registered office, or at another place in Hong Kong. It can be maintained in hard copy or electronic form.
If you keep it somewhere other than the registered office, deliver Form NR2 to the Companies Registry within 15 days after the SCR is first kept there, or after any change of location. If the SCR is kept at the same place as the register of members, an existing company may not need a separate NR2 notification.
The SCR is not open to public inspection. Only two categories of requester can access it:
- Significant controllers — any person already entered in the SCR as a controller.
- Law enforcement officers from specified departments and bodies, including:
- Companies Registry
- Hong Kong Police Force
- Customs and Excise Department
- Inland Revenue Department
- Immigration Department
- Hong Kong Monetary Authority
- Securities and Futures Commission
- Insurance Authority
- Independent Commission Against Corruption
How do you identify controllers and keep the register up to date?
A company must take reasonable steps to identify its significant controllers.
In practice, this means four things:
- Review existing records — the register of members, articles of association, and shareholder agreements.
- Issue notices to anyone believed to be a controller, or believed to know who the controllers are, unless full particulars were already provided.
- Enter particulars once a controller’s details are confirmed.
- Update the register whenever control changes.
Key deadlines
- Registrable person: enter particulars within 7 days after that person confirms all required details.
- Registrable legal entity: enter particulars within 7 days after each particular comes to the company’s notice.
- SCR notice, no response: if the addressee doesn’t comply within one month, they, and related persons, commit an offence (see penalties section).
- Form NR2 (if SCR isn’t kept at the registered office): file within 15 days of the register’s location changing.
- Retention: only destroy entries six years after a person ceased to be a significant controller.
The 7-step compliance checklist
| Step | Action |
|---|---|
| 1 | Choose where to keep the SCR: registered office or another HK address. |
| 2 | Confirm whether the company has any significant controllers. |
| 3 | Take reasonable steps to identify them: review records, issue notices if needed. |
| 4 | Enter all required particulars and appoint a designated representative. |
| 5 | Deliver Form NR2 within 15 days if the SCR is not at the registered office. |
| 6 | Update the register within 7 days of confirmed changes. |
| 7 | Make the register available whenever a lawful inspection request is made. |
You must keep an SCR even if you believe the company has no significant controller. The register should state that the company knows, or has reasonable cause to believe, there is no significant controller. Skipping the register altogether is still an offence.
What are the penalties for non-compliance?
Failing to meet SCR obligations is a criminal offence. The Companies Registry has prosecuted companies for SCR breaches, including failures to keep the register at the registered office.
Offence | Penalty |
Failing to keep or maintain the SCR (including language, location, or updating requirements) | Level 4 fine (HK$25,000) on the company and each responsible person; HK$700 per day for a continuing offence |
Failing to comply with an SCR notice within one month | Level 4 fine (HK$25,000) on the addressee and related persons |
Knowingly or recklessly making a false, misleading, or deceptive statement in the SCR or in a reply to a notice | On summary conviction: up to level 6 fine (HK$100,000) and six months’ imprisonment; on indictment: fine up to HK$300,000 and two years’ imprisonment |
Penalties apply to the company and responsible persons (typically directors and officers involved).
Which companies are exempt from keeping an SCR?
Most Hong Kong-incorporated companies must keep an SCR. The main exception is a company whose shares are listed on the Hong Kong Stock Exchange, which is subject to separate disclosure regimes.
The requirement applies to companies formed under the Companies Ordinance (Cap. 622) or a former Companies Ordinance, including re-domiciled companies. It does not apply to companies that are not incorporated in Hong Kong.
What are the most common SCR compliance mistakes?
Treating the SCR as the same as the register of members
The register of members records who holds shares. The SCR records who controls the company, which may include people or entities not on the members register (or indirect control through corporate layers). You need both.
Forgetting to update after a share transfer or new director
A change in control triggers an update within 7 days of confirmation. Many companies update the members register at an Annual Return but leave the SCR stale.
Assuming “no controller” means no register
You still keep an SCR and record that the company knows, or has reasonable cause to believe, there is no significant controller. An empty obligation is not the same as no obligation.
Not appointing a designated representative
Every applicable company needs a DR on the register. Leaving the field blank is a compliance gap even if the SCR otherwise looks complete.
How Sleek keeps your SCR compliant
Sleek’s TCSP-licensed team (licence TC006483) maintains statutory registers as part of our company secretary service, including the Significant Controllers Register.
With Sleek, you can:
- Set up the SCR from incorporation: We identify registrable persons and entities, prepare the register, and record your designated representative.
- Keep it current: When directors, shareholders, or control structures change, we update the SCR within statutory timeframes and coordinate Form NR2 if the storage location changes.
- Act as designated representative: On Standard and Premium plans, Sleek can be your DR for law-enforcement enquiries about beneficial ownership.
- Stay on top of the wider calendar: SCR updates sit alongside Annual Return (NAR1) filing, AGM, and Business Registration deadlines, with automated reminders.
That’s one less statutory register to chase when ownership or control changes.
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FAQs about the Significant Controllers Register
No. Unlike the register of members, the SCR is not open to public inspection at the Companies Registry. Only significant controllers named in the register and specified law enforcement officers can request to inspect or copy it.
Often yes, if they meet the control tests. A founder who owns all the shares and appoints the board is typically a registrable person. If several people each hold more than 25%, or exercise significant control, more than one entry may be required.
No. You keep the SCR at the company (registered office or another HK location). You only notify the Registry with Form NR2 if the SCR is kept somewhere other than the registered office — unless an exemption applies because it is kept with the register of members.
If an addressee does not comply within one month, they (and related persons) can be prosecuted and fined at level 4 (HK$25,000). The company should still document the reasonable steps it took to identify controllers.
Yes, if they are a TCSP licensee, accountant, or lawyer in Hong Kong. A licensed company secretary can act as DR. A non-professional DR must be a director, employee, or member who is a natural person resident in Hong Kong. See designated representative vs company secretary for the distinction.
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Yes. Sleek maintains the Significant Controllers Register as part of its company secretary service from HK$1,300/year, and can act as designated representative on Standard and Premium plans. Book a consultation to see which plan fits your structure.
