Significant Controllers Register: What Hong Kong Companies Must Keep in 2026

A private register, but not an optional one

The Significant Controllers Register (SCR) has applied since 1 March 2018 to every Hong Kong-incorporated company except listed companies, and since 23 May 2025 to re-domiciled companies, regardless of whether the shareholders are local or overseas, and regardless of company size. It’s easy to assume it only matters for companies with complex or foreign ownership — it doesn’t. A wholly Hong Kong-owned company with two shareholders still needs one.

The 25% threshold covers shares and voting rights, but it isn’t the only way to qualify. A person who can appoint or remove a majority of the board is a significant controller even without owning shares directly, and so is anyone who “exercises significant influence or control” over the company in practice — the Companies Registry’s guideline gives the example of a company founder who no longer has a significant shareholding but whose recommendations to the other members on how to vote are always followed.

Every company also needs at least one designated representative on file — someone who can respond to a law enforcement request about the register. This can be a director, employee or shareholder who is an individual resident in Hong Kong, or an accounting professional, a legal professional or a licensed trust or company service provider (TCSP licensee) such as a corporate secretarial firm. A significant controller can act as their own designated representative if they meet the residency and role requirements.

One detail that trips companies up: the SCR is never filed with the Companies Registry for public search. It stays at the registered office, or at another Hong Kong address the company has notified on Form NR2, and is open only to law enforcement officers, Companies Registry officers and the significant controllers named in it. That privacy is exactly why it’s easy to let the register drift out of date — nothing external prompts an update the way an annual return does.

Because the SCR needs to reflect reality at all times, not just once a year, it works best as part of ongoing corporate secretarial administration rather than a one-off filing. VIVOS Corporate Services (HK) Ltd. maintains SCRs as a standard part of its corporate secretarial service, so a change in shareholding or control gets picked up and recorded as it happens, not discovered at the next audit.

Who goes on the register? A worked example with a BVI holding company

In a layered structure, the holding company and any individual with a majority stake in it go on the register; a minority owner of the holding company does not, unless another test applies. Example: HK Co Limited has 10,000 shares, 8,000 held by BVI Holdco and 2,000 by C. A holds 60% and B 40% of BVI Holdco’s votes.

Person	Holding	Test applied	On the SCR?
BVI Holdco	8,000 shares (80%)	A member holding more than 25%	Yes: registrable legal entity
A	60% of BVI Holdco	Majority stake, so A is treated as holding all 8,000 shares (80%)	Yes: registrable person
B	40% of BVI Holdco	No majority stake, so no shares are attributed; do not multiply 40% × 80% = 32%	No, unless another condition applies
C	2,000 shares (20%)	Not more than 25%	No, unless in a joint arrangement

B would be registrable if a shareholders’ agreement gave B a veto over HK Co’s business plan or chief executive appointment, as that can be significant influence or control. If A and C agreed to vote together in a pre-determined way, C would be treated as holding the combined total.

SCR notice steps and deadlines: a dated example

A company must send a notice within 7 days of knowing, or having reasonable cause to believe, that someone is a significant controller; the recipient has 1 month to reply, and confirmed particulars are entered within 7 days. Example: BVI Holdco’s purchase of the 8,000 shares from D is registered on 2 November 2026.

1. 2 November 2026: BVI Holdco and A appear to be significant controllers, and D appears to have ceased to be one.
2. By 9 November 2026: enter BVI Holdco’s particulars, each within 7 days of coming to the company’s notice, and give notice to A and to BVI Holdco, which knows A’s identity.
3. Notice dated 5 November 2026: the reply is due by 5 December 2026.
4. A confirms on 20 November 2026: by 27 November 2026, enter A’s name, correspondence address, identity card or passport number, start date and nature of control.
5. No reply by 5 December 2026: note the unanswered notice in the register. The addressee faces a fine of up to HK$25,000.
6. D: enter the cessation within 7 days of D confirming it, and keep D’s entries until at least 2 November 2032, 6 years later.

Until an individual confirms their particulars, the register should state that a registrable person has been identified but not all particulars have been confirmed.

What changed for Hong Kong significant controllers registers in 2025–2026?

The main change is that re-domiciled companies have had to keep an SCR since 23 May 2025. The control tests, deadlines and penalties are the same as when the regime began on 1 March 2018.

Date	Change	Effect on the SCR
1 March 2018	Companies (Amendment) Ordinance 2018 in force	SCR required for Hong Kong-incorporated companies except listed companies
17 April 2025	Treasury share regime (Companies (Amendment) Ordinance 2025)	Listed companies only, which are already exempt; no change for private companies
23 May 2025	Re-domiciliation regime (Companies (Amendment) (No. 2) Ordinance 2025)	Re-domiciled companies must keep an SCR; Schedule 5B on required particulars amended
23 May 2025	Registry guideline and pamphlet PAM 35E updated	More than 25% test, 7-day and 1-month deadlines and HK$25,000 fine unchanged

As at October 2026, the guideline has not been updated since 23 May 2025, and the register is still not open to the public.

SCR edge cases: nominees, trusts, guarantee companies and listed groups

The control tests look past the share register to the people behind each holding.

• Nominees: shares held by a nominee are treated as held by the person it acts for, and only that person is entered.
• Trusts and firms: where a trust or firm meets a control condition, its trustees or members are entered.
• Guarantee companies: the share test becomes a right to more than 25% of the capital or profits. If the articles bar distributions, the other tests still apply.
• Shares given as security: if the rights are exercisable only on the borrower’s instructions, the borrower, not the lender, is treated as holding them.
• Listed groups: a Hong Kong subsidiary still keeps an SCR, but individuals holding through a shareholder listed on the Stock Exchange of Hong Kong are not registrable persons.
• Group representatives: a holding company employee can act only for their employer. For other group companies they must be an accounting or legal professional or a TCSP licensee.

Hong Kong SCR penalties, with a worked example

The company and every responsible person face a fine of up to HK$25,000, plus HK$700 a day where applicable; false statements are punished more heavily.

Offence	Who is liable	Maximum penalty
Failing to keep, update or locate the SCR properly, take reasonable steps or allow inspection	The company and every responsible person	HK$25,000 (level 4), plus HK$700 a day where applicable
Not complying with a notice within 1 month	The addressee and every related person	HK$25,000 (level 4)
Knowingly or recklessly making a false or misleading statement in the SCR or a notice reply	Any person	On indictment, HK$300,000 and 2 years; on summary conviction, HK$100,000 and 6 months

Worked example: a company with two directors has no register for 30 days. If both directors are responsible persons, each of the three faces up to HK$25,000 + (30 × HK$700) = HK$46,000, a combined maximum of HK$138,000.

Common significant controllers register mistakes

Most SCR breaches come from reading the share register at face value or treating the register as a one-off task.

• Treating exactly 25% as enough: the test is more than 25%, so a 26% holder qualifies and a 25% holder does not on shares alone.
• Multiplying percentages through a chain: indirect holdings count only through a majority stake at each level.
• Leaving the register blank: if there is no significant controller, the register must say so.
• Forgetting Form NR2: a register kept away from the registered office must be notified to the Registrar within 15 days.
• Deleting former controllers: their entries must be kept for 6 years after they cease.
• Choosing a non-resident designated representative: members, directors and employees qualify only as individuals resident in Hong Kong.

Significant controllers register terms explained

These terms come from Part 12 Division 2A of the Companies Ordinance (Cap. 622) and the Companies Registry’s guideline.

• Registrable person: an individual, or a specified entity such as a government, with significant control.
• Registrable legal entity: a legal entity that is a member of the company and has significant control over it.
• Majority stake: a majority of an entity’s votes, the right to appoint or remove a majority of its board, sole control of a majority of votes by agreement, or dominant influence or control.
• Joint arrangement: persons agreeing to exercise their shares or rights in a pre-determined way; each is treated as holding the combined total.
• Registrable change: a controller ceasing to be one, or a change that makes entered particulars incorrect or incomplete.