Hong Kong’s Financial Services and Treasury Bureau (FSTB) recently issued a consultation document on amending the Companies Ordinance law.
If the amendment proposal is approved, companies incorporated in Hong Kong will need to identify their beneficial owners and register with the Hong Kong Companies Registrars.
This rule applies to all companies incorporated in Hong Kong, including those limited by shares, guarantee, and unlimited companies. However, publicly listed companies will be exempt from the proposed requirements as the Securities and Futures Ordinance already has a stringent set of rules requiring listed companies to register their interests of shares.
Given Hong Kong’s strong commitment to global governance on combating money laundering and terrorist financing, it is highly likely that it will introduce a bill to the Legislative Council in the second quarter of 2017.
It is recommended that Hong Kong-incorporated companies stay current with the ongoing changes so as to make adjustments to comply with the laws and mitigate potential business losses.
Definition of beneficial owner
The FSTB adopts a similar definition of “beneficial owner” as that adopted by the UK, Italy, Spain, Belgium, and Switzerland, and that proposed by Financial Action Task Force, an intergovernmental body developing and promoting policies to combat money laundering and terrorist financing. Under the proposed amendments, a beneficial owner in relation to a company is an individual who meets one or more of the following specified conditions:
- Directly or indirectly holding more than 25 percent of the shares;
- Directly or indirectly holding more than 25 percent of the voting rights;
- Directly or indirectly holding the right to appoint or remove a majority of directors;
- Otherwise having the right to exercise, or actually exercising, significant influence or control;
- Having the right to exercise, or actually exercising, 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, or would do so if they were individuals.
Register of people with significant control
When registering beneficial ownership information with the Hong Kong Companies Registrars, a company needs to accurately file a “Register of People with Significant Control” (PSC register) in a timely manner. A person with significant control (PSC) is an individual who meets one or more of the specified conditions set out in the above definitions for beneficial owners (i.e. a registrable individual).
By Dezan Shira & Associates. Editor: Weining Hu