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Important Notice - New Requirements on the Keeping of Significant Controllers Register
The Companies (Amendment) Ordinance 2018 (“the Amendment Ordinance”) has been published in the Gazette on February 2, 2018 and will come into effect on March 1, 2018.
The Companies Ordinance (Cap. 622) is amended to require a company incorporated in Hong Kong to obtain and maintain up-to-date beneficial ownership information by way of keeping a Significant Controllers Register (“SCR”). The Register should be open for inspection by law enforcement officers upon demand.
Major Obligations of a Company
To comply with the new requirements relating to SCR, a company has in broad terms the following obligations –
- keeping a SCR at the company’s registered office or a prescribed place
- taking reasonable steps to identify the company’s significant controllers,
- giving of notices and obtaining the required particulars of significant controllers
- entering the required particulars of its significant controllers in the SCR
- keeping the required particulars in the SCR up-to-date
- designate at least one person as its representative to provide assistance relating to the company’s SCR to a law enforcement office
- making the SCR available for inspection and taking of copies by a law enforcement officer
Failure to comply with the above obligations is a criminal offence. The company and every responsible person of the company are liable to a fine at level 4 (i.e. $25,000). Where applicable, there is a further daily fine of $700.
Contents of Register
The SCR of a company must contain –
- The required particulars of every significant controller of the company
- The particulars of any registrable change with respect to each significant controller of the company
- The name and contact details of a designated representative
- All additional matters required under the new Schedule 5C of the CO. These include, for example, where a company does not have any significant controller, the company must note in the SCR that “the company knows, or has reasonable cause to believe, that it has no significant controller”.
Registrable Person
A registrable person is a natural person or a specified entity that has significant control over the company. A person has significant control over a company if one or more of the following 5 conditions are met:
- The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company
- The person holds, directly or indirectly, more than 25% of the voting rights of the company
- The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
- The person has the right to exercise, or actually exercises, significant influence or control over the company
- The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions (in their capacity as such) in relation to the company
Designated Representative
A company must designate at least one person as its representative to provide assistance relating to the company’s SCR to a law enforcement officer. A company’s designated representative must be one of the following:
- A member, director or an employee of the company who is a natural person resident in Hong Kong.
- An accounting professional, a legal professional or a Trust or Company Service Providers licensee as defined in the Anti-Money Laundering and Counter-Terrorist Financing Ordinance.
Giving Notices
- If a company knows or has reasonable cause to believe that a person is a significant controller of the company, the company must give notice to the person within 7 days of such knowledge or belief, whichever happens first.
- If a company knows or has reasonable cause to believe that a particular person knows the identity of another person who is a significant controller of the company, the company must give notice to that particular person within 7 days of such knowledge or belief, whichever happens first.
A company is not required to give the notices if –
- for a registrable person – the company has already been informed of the person’s status as being its significant controller and all the required particulars have been provided to the company by the person or with the person’s knowledge
- for a registrable legal entity – the company has already been informed of the entity’s status as being its significant controller and all the required particulars have been provided to the company
Obligations of Notice Addressees
A person who has received a notice relating to the SCR issued by a company must comply with the requirements stated in the notice within one month from the date of the notice.
Offences for False Statement
- If any person knowingly or recklessly makes a statement which is misleading, false or deceptive in any material particular in the SCR; or
- if any person knowingly or recklessly makes a statement or provides any information that is misleading, false or deceptive in a material particular in the reply to a company’s notice,
the person commits an offence and is liable –
- on conviction on indictment to a fine of $300,000 and imprisonment for two years; or
- on summary conviction, to a fine at level 6 (i.e. $100,000) and imprisonment for six months
Our company could provide assistance on the following services:
| Item |
Services |
| 1) |
Prepare Director’s resolution stating the location of Significant Controllers Register and the appointment of a Designated Representative |
| 2) |
Inspect the respective documents of Member(s) and Significant Controller(s) provided by your company, and prepare Notice(s) to related parties |
| 3) |
Prepare and make Significant Controllers Register |
| 4) |
Arrange an Accounting Professional or a person licensed to carry on a business as Trust or Company Service Provider to act as Designated Representative |
Should you have any question, please feel free to contact Ms. Lam at (852) 2593 9662 or jalam@bmintelligence.com. |
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Hong Kong real-estate project and house for lease
Infiniti Pacific Properties Limited is an international real-estate service provider. We provide a full range of real estate services, spanning from corporate occupier services to strategic consultancy, project appraisal, valuation, feasibility studies and market research, property management, facilities and asset management and transactional services. Following are some of our promoting projects. |
| Duplex - The Royal Court (Mid-Level) |
The Oakhill - Wan Chai |
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High Floor, Duplex, The Royal Court, 3 Kennedy Road, ML
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High Floor A & B (two units on one floor), The Oakhill, No. 28 Wood Road, Wan Chai
Each unit size: SA: 1,185sqft, GA: 1,551 sqft
- 3 beds (1 ensuite), 2 baths, maid’s room (w/ bath)
- 2 balconies with race course view & city harbor view
- Prime Prime location in Wan Chai close to MTR
- Good for investment, Best school district
- 50 A&B Both $70M w/Lease (sale by company)
- Each unit for $35M w/Lease
- Car park space $2.2M each
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| Po Yue Yuk Building - Mid-Level |
The Oakhill - Wan Chai |
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Mid Floor, Po Yue Yuk Building, 61 Robinson Road, ML
- SA: 1,114 sqft
- GA: 1,463 sqft
- Two Bedrooms (1 large ensuite), study area, 2½ baths, Maid room
- Balcony with open view
- One unit per flat; private lift to your own unit
- For sale HK$20.8M
- For lease HK$55K
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Special Unit, The Oakhill, No.28 Wood Road, Wanchai
- SA: 644 sqft
- GA: 877 sqft
- 2 beds (1 ensuite), 2 baths, maid’s room
- Private, huge with split level terrace SA: 1,347 sqft with open view (Happy Valley & Wanchai view)
- Prime and convenience location, close to MTR
- For sale w/lease: $ 18.8M
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| Clear Water Bay - Beautiful House by Beach |
Pak Fai Mansion - Macdonnell Road, Mid-Level |
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42 Sheung Sze Wan, Lot No.655 in DD230 Clear Water Bay
- Saleable area 2,100 sqft
- 3-storey village house with large front terrace facing seaview
- Nearby beachside, full seaview
- 4 beds (1 ensuite) with car parking space
- For Sale: $29.9M w/lease
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Unique JOINT Units
Pak Fai Mansion, Unit C & D, No. 72 Macdonnell Road, Mid-Level
- Size: SA: 2,579 sqft, Unit C & D
- 3 beds (1 large master ensuite), 1 study room, 3.5 baths
- 1 large family room with open fully equipped open kitchen
- 1 large living & dining area
- Balcony with open city view with greenery
- For sale: HK$ 49.8M
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| Jade Garden - Robinson Road (MLW) |
Cavendish Heights - Perkins Road, MLE |
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Mid Floor, Jade Garden, 105 Robinson Road, MLW
- SA: 1,304 sqft
- GA: 1,628 sqft
- 3 beds (1 ensuite)
- Large balcony w/greenery view
- Modern kitchen with fully fitted kitchen appliance
- Convenience location to Central, SoHo Area
- For sale: $28.8M w/ 1car park space
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High Floor, Cavendish Heights, 33 Perkins Road, MLE
- Size: N 1,510’ / G 1,819’
- 3 beds (1 ensuite), 2 baths, large modern kitchen, maid room
- Large balcony with beautiful greenery / seaview
- Newly renovated with fully equipped kitchen & upgraded baths
- 1 car park space
- For lease: HK$69K
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| North Point Industrial Building - North Point |
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- Gross: 8,750’ Second floor
- Close to MTR, prime location
- Suitable for designer’s show flat, printing / publishing, IT software companies, office / warehouse
- For lease: HK$18 per sqft
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For details, please contact Ms. Monita Luk at (852) 9333 3124 / (852) 6982 3998 / mluk@infinitip.com |
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Tailor-made corporate training – Directors' Training
BMI Professional Training Centre Limited strives to provide professional, high quality and reliable training courses. Apart from regular courses with fixed schedule and content, we also tailor-made corporate training courses that fulfill unique demands of corporate clients.
Our popular tailor-made directors' training courses covers a comprehensive range of topics related to listing rules, including director responsibility, code on corporate governance, responsibilities of the Board of listed companies and overview of Hong Kong Listing Rules etc. Our courses are recognized by HKEX.
Interested parties or organizations may visit our website: http://www.bmiptc.com
Or contact Ms. Chan at (852) 3970 9230 / schan@bmintelligence.com |
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Economic Conference Room Rental Package
BMI Professional Training Centre is pleased to offer the rental of conference room at a convenience location in Wan Chai. it is suitable for organizing events, such as seminars workshops, training, press conferences.
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