Last updated 6 September 2026.
Every company incorporated in Hong Kong except a listed one must keep a significant controllers register — and must keep one even if it has no significant controller at all. It is not filed anywhere and it is not public. It sits with the company, and someone has to be nominated in advance to produce it when one of nine agencies asks. Get it wrong and the company and every responsible person face HK$25,000 each, plus HK$700 for every day it continues.
It is the quietest of the statutory registers and the one most often missing entirely, because nothing ever falls due. No deadline arrives, no fee is charged, no reminder is sent. The first time most people think about it is when somebody asks to see it.
Which companies have to keep one?
Division 2A of Part 12 applies to an applicable company, and section 653A defines that as a company other than a listed company, or one in a class exempted by regulations.
Which means, in practice: yours. There is no small-company exemption, no exemption for a single-shareholder company, and no exemption for a company that does not trade. If it was incorporated in Hong Kong and it is not listed, the duty applies.
You need one even with nothing to put in it
This is the provision that catches people, and it is stated so plainly there is no room to argue with it.
Section 653H(1): each applicable company must keep a register of its significant controllers.
Section 653H(2): subsection (1) applies to an applicable company even if the company does not have a significant controller.
A company whose ownership is diffuse enough that nobody meets any of the tests still needs the register to exist. What it contains in that case is a statement to that effect and, importantly, the details of the designated representative — which section 653I(2)(a) requires regardless.
So "we don't have any significant controllers" is not a reason the register is absent. It is a thing the register is supposed to say.
Who counts as a significant controller?
Schedule 5A sets five tests. Meeting any single one is enough, and they apply to holdings held directly or indirectly — so structures do not dilute the answer, they just make it take longer to work out.
| Test | Condition |
|---|---|
| (a) | Holds, directly or indirectly, more than 25% of the issued shares — or, for a company without share capital, rights to more than 25% of the capital or profits |
| (b) | Holds, directly or indirectly, more than 25% of the voting rights |
| (c) | Holds the right to appoint or remove a majority of the board |
| (d) | Has the right to exercise, or actually exercises, significant influence or control over the company |
| (e) | Has that right over a trust or firm without legal personality whose trustees or members meet one of tests (a) to (d) |
Tests (a) to (c) are arithmetic and you can settle them from the register of members. Test (d) is the one that requires judgement — a person with no shares at all can be a significant controller if they actually exercise control, and the Schedule notes that guidelines issued under section 24 may be taken into account in deciding. A founder who transferred their shares but still directs the business is exactly the case it is aimed at.
A significant controller can also be a company rather than a person: section 653D makes a legal entity registrable where it is a member of the company and has significant control over it.
What goes in the register?
Section 653I requires the particulars prescribed in Schedule 5B for each known significant controller, plus details and dates of any registrable change — which section 653F defines as a person ceasing to be a significant controller, or any change making the entered particulars incorrect or incomplete.
It must also contain the name and contact details of at least one designated representative, and the additional matters set out in Schedule 5C. Section 653I(3) puts the same penalty on getting the contents wrong as section 653H(4) does on not keeping the register at all.
Who can be your designated representative?
Section 653ZC requires an applicable company to designate at least one person to assist the Companies Registry in checking compliance, and to assist other law enforcement officers performing their functions. The eligibility list is closed:
- a natural person resident in Hong Kong who is a director, employee or member of the company; or
- an accounting professional, a legal professional, or a TCSP licensee, as defined in the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).
Note what that excludes. An overseas director cannot do it. A friend in Hong Kong who has no role in the company cannot do it. For a company owned and run entirely from outside Hong Kong — a very common shape — the second route is the only one available, which is why the designated representative is usually the company secretary.
Who is entitled to ask to see it?
Not the public. Section 653B lists the law enforcement officers for whom the register must be produced, and it is a wide list:
the Companies Registry, the Customs and Excise Department, the Hong Kong Monetary Authority, the Hong Kong Police Force, the Immigration Department, the Inland Revenue Department, the Insurance Authority, the Independent Commission Against Corruption, and the Securities and Futures Commission — plus any further body specified by regulation.
That range is the point of the regime. The register exists so that when any of those nine has a reason to ask who really controls a Hong Kong company, the answer is on a shelf rather than three months of correspondence away.
Is it filed, or public?
Neither. Division 2A requires the company to keep the register, not to deliver it to the Registrar, and the designated-representative machinery in section 653ZC only makes sense on the basis that somebody has to produce it on request. That is the structural difference from the annual return, which is filed and does become public — a separate obligation with its own deadline and escalating fees.
The practical consequence is that nothing external will ever tell you the register is missing. There is no rejection notice and no late fee, because there is nothing to be late for.
What are the penalties?
Section 653H(4) and section 653I(3) both provide that the company, and every responsible person of the company, commit an offence, each liable to a fine at level 4 — HK$25,000 under Schedule 8 to the Criminal Procedure Ordinance (Cap. 221) — plus a further fine of HK$700 for each day the offence continues.
"Every responsible person" reaches the directors individually, as it does throughout these provisions. And because the daily element runs from the contravention rather than from discovery, a register that has never existed has been accruing for as long as the company has.
What to check today
- Does the register physically exist, and can somebody produce it this week?
- Does it name a designated representative who still qualifies under section 653ZC — resident, or a licensed professional?
- Has anything changed since it was written — a share transfer, a resignation, a new investor above 25%?
- Has anyone applied test (d), or did whoever prepared it stop at the shareholdings?
If you are not sure who currently holds your register, or whether one was ever prepared, that is worth resolving before someone with a warrant card asks — we act as designated representative and keep the register with the rest of your statutory books.
Not sure your SCR exists?
818hi.com and laulega.com are both operated by LAULEGA LIMITED, a Hong Kong licensed trust or company service provider — which is one of the few categories eligible to act as your designated representative. We prepare the register, apply the Schedule 5A tests properly, and keep it current.
See the compliance serviceFrequently asked questions
Which companies must keep one?
Every Hong Kong company except a listed one, and except any class exempted by regulations — sections 653A and 653H(1). No small-company exemption.
Do I need one if there is no significant controller?
Yes. Section 653H(2) says the duty applies even if the company does not have a significant controller. The register records that, and still names your designated representative.
Who counts as a significant controller?
Any of five Schedule 5A tests: more than 25% of shares; more than 25% of voting rights; the right to appoint or remove a majority of the board; actually exercising significant influence or control; or that control over a trust or firm whose members meet one of the others.
Who can be the designated representative?
A Hong Kong resident who is a director, employee or member — or an accounting professional, legal professional, or TCSP licensee under Cap. 615. Section 653ZC(2).
Is it filed or public?
Neither. The company keeps it; section 653ZC exists so a designated person can produce it for law enforcement on request.
What is the penalty?
Level 4 — HK$25,000 — on the company and every responsible person, plus HK$700 for each day it continues, under sections 653H(4) and 653I(3).
Statutory references are to the Companies Ordinance (Cap. 622), including Schedule 5A, and the Criminal Procedure Ordinance (Cap. 221) as in force at the date above. Reviewed by Di Ma, responsible officer of LAULEGA LIMITED, a Hong Kong licensed trust or company service provider (TCSP licence TC000573). General information about Hong Kong law, not advice on your particular company — the significant influence or control test in particular turns on facts, so take advice on anything borderline.