【Understanding Secretarial Company Service】2 Regulations and The Latest Legislation for Com Sec Virtual Office Companies —— Trust or Company Service Providers License (TCSP), Significant Controllers Register

Keeping Significant Controllers Register is another new measure published at the same period as TSCP License to raise the transparency of beneficial ownership of Hong Kong companies and facilitate law enforcement officers’ supervision.

The Company (Amendment) Ordinance 2018 came into effect on March 1st 2018 simultaneously, requiring companies incorporated in Hong Kong (except listed companies) to identify people with significant control over the company and record their names in the Significant Controllers Register. 

The law specifies that the Significant Controllers Register can be kept at the company’s registered office, the place where the Members Register is kept, or anywhere in Hong Kong (notify Registrar the relevant place). In other words, regarding benefits of patronising a secretarial company, not only can it help companies to fill in and submit Annual Returns and Forms of Notice of Changes etc, it can also compile and keep Significant Controllers Register. This is especially important for foreigners who set up companies in Hong Kong but do not have place to store the Significant Controllers Register. 

Many secretarial companies in the market charge clients an additional fee ranging from one thousand to few thousands to prepare and keep the Significant Controllers Register. Therefore, you are advised to ask carefully before entrusting a secretarial company to set up a limited company.

Some secretarial companies aiming higher profits use the gimmick of setting up companies for free and then inform clients that the Government requires every company to compile the Significant Controllers Register once clients have set up companies, patronised the company secretarial service, or even rented virtual office. The secretarial companies charge clients expensive fee. In fact, Significant Controllers Register is just a piece of simple and standardised document which is not worth such a high fee at all.

A more annoying thing is that some secretarial companies even ask clients to pay few hundreds to few thousands dollars additionally to make more beautiful directory boards without informing clients that making directory boards is one of the regulations under the licensed secretarial company business and they will be fined as mentioned above if they do not follow strictly. Therefore, the companies may be enticing clients to pay unnecessary fees.

As for those who patronise some cheaper package services or secretarial and virtual office companies with single service, they generally need to handle the Significant Controllers Register by themselves. It is more convenient if you can find a secretarial company that helps compiling and keeping Significant Controllers Register (may refer to CountAudit Virtual Office Rental Service) to avoid declaring to Registrar about the relevant storing place.

Once it is discovered that Significant Controllers Register is not kept during the inspection by law enforcement officers, the company and its person-in-charge can be fined HK$25,000. Although secretarial company is hired to handle the above matters, the company itself and its person-in-charge should still pay attention as they have the possibility to share the responsibility.