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The Companies (Amendment) Ordinance 2018 came into force on 1 March 2018, amending the Companies Ordinance (Cap. 622) and introducing a new regime imposing an obligation on companies formed under the Companies Ordinance (or the former Companies Ordinance), apart from listed companies, to maintain a register of significant controllers within their company.

The new provisions are introduced to combat money laundering and terrorist financing in response to a recommendation made by the Financial Action Task Force on Money Laundering, of which Hong Kong is a member state. The register will provide information on significant controllers of a company to law enforcement officers to ensure that they are able to obtain adequate and accurate information on the beneficial ownership and control of companies in a timely fashion when carrying out their functions. The general public however, is not entitled to have access to the register.

Significant controllers are defined in broad terms in the Ordinance, encompassing natural persons as well as legal entities, including foreign companies, so long as they have significant control over the applicable company. Among various criteria, significant control can be established if the person holds more than 25% of the share capital of the company or more than 25% of the voting rights in the company, or the right to appoint or remove a majority of the board of directors of the company, whether directly or indirectly. The Ordinance further contains provisions on the right of significant controllers and law enforcement officers to inspect the register.

For more information on the new significant controllers register regime, please see:

Butterworths Hong Kong Company Law Handbook – 20th Edition

Hong Kong Company Law: Legislation and Commentary

The Annotated Ordinances of Hong Kong – Companies Ordinance (Cap 622)

Lexis® Practical Guidance – Hong Kong Corporate

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