Register of Significant Controllers – France, Hong Kong and Singapore comparison

Entities subject to the requirement to maintain a register

1. Commercial and civil companies which have their registered office in France;

2. Other legal entities which are required to register with the French Commercial and Companies’ Registry; and

3. Foreign commercial companies which hold a branch located in France.

Note: listed companies are exempted from the requirement.

1. Companies limited by shares incorporated in Hong Kong;

2. Companies limited by guarantee incorporated in Hong Kong; and

3. Unlimited companies incorporated in Hong Kong.

Note: listed companies are exempted from the requirement.

1.  All companies incorporated in Singapore;

2. All foreign companies registered in Singapore; and

3. All limited liability partnerships registered in Singapore.

Note: listed companies, financial institutions and companies wholly owned by the Singaporean Government are exempted from the requirement.

Controlling body

Court Registrar of the commercial court[1] (greffe du tribunal de commerce).

Companies Registry (CR).

Accounting and Corporate Regulatory Authority (ACRA).

Definition of beneficial owner / significant controller / registrable controller

Individual who meets one or more of the 3 following conditions (Article R.561-1 of the French Monetary and Financial Code and Article L. 233-3 of the French Commercial Code):

1. Ultimately holds, directly or indirectly, more than 25% of the share capital;

2. Ultimately holds, directly or indirectly, more than 25% of the voting rights;

3. Ultimately has, by any other means, the power to control the company:

· Determines, in fact, via its voting rights, the decisions taken during general meetings of the company; or

· Is a shareholder or member of this company and has the power to appoint or dismiss the majority of members of the administrative, executive or managing bodies of the company.

If no beneficial owner has been identified following the previous method, individual(s) who directly or indirectly (via a legal entity) serve as legal representative of the reporting company.

Individual or company which meets one or more of the 5 following conditions:

1. Holds, directly or indirectly, more than 25% of the issued shares;

2. Holds, directly or indirectly, more than 25% of the voting rights;

3. Holds, directly or indirectly, the right to appoint or remove a majority of the board of directors;

4. Has the right to exercise, or actually exercises, significant influence or control over the company; and/or

5. 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 4 conditions.

Individual or legal entity who has significant interest in or significant control over the company:

1. Significant interest is characterized where a person:

· Has an interest in more than 25% of the shares; or

· Has an interest in shares representing more than 25% of the total voting power in the company;

2. Significant control is characterized where a person:

· Holds the right, directly or indirectly, to appoint or remove directors who hold a majority of the voting rights at directors’ meetings on all or substantially all matters;

· Holds, directly or indirectly, more than 25% of the voting rights on matters to be decided upon by a vote of members of the company; or

· Actually exercises, or has the right to exercise, significant influence or control over the company.

Requirements

1. File at the Commercial and Companies’ registry accurate and up-to-date information regarding the identity of the company’s ultimate beneficial owner(s) and the holding percentage for each beneficial owner;

2. In case of indirect holding, information regarding the holding chain.

1. Take reasonable steps to identify the company’s significant controllers;

2. Designate at least one person as the company’s representative to provide assistance relating to the register to law enforcement officers;

3. Maintain the significant controllers register available for inspection either at the company’s registered office or at another place in Hong Kong;

4. Notify the Companies Registry of the place where the register is kept within 15 days after the register is first kept at that place, only if the register is kept at a place other than the company’s registered office or the place at which the register of members is kept;

5. Update the register if there is a change in circumstances and any information is no longer correct.

1. Take reasonable steps to identify controllers and obtain information on controllers by sending out at least one notice to each member and each director of the company annually;

2. Designate a registered filing agent in charge of keeping the register of registrable controllers or keep the register at the registered office of the company;

3. Maintain the register of controllers available for inspection either at the company’s registered office or at the registered office of the filing agent;

4. Update the register if any change occurs.

Form of the register

Filing of the hard copy or electronic filing of a document regarding the beneficial owners of the company with the Commercial and Companies Registry.

Hard copy or electronic register kept by the company itself.

Hard copy or electronic register kept by the company itself.

Content of the register

Regarding the company:

1. Corporate name,

2. Legal form;

3. Address of registered office;

4. Registration number and place of registration.

Regarding the ultimate beneficial owners:

1. Name, date and place of birth, nationality, address;

2. Nature of control over the company or other legal entity;

3. Date of becoming a beneficial owner.

Regarding any intermediate holding company:

1. Corporate name,

2. Legal form;

3. Address of registered office;

4. Registration number and place of registration.

Regarding the company:

1. Corporate name;

2. Registration number;

3. Designated representative of the company;

Regarding the significant controllers:

1. Name;

2. If a significant controller is an individual:

· Identification document number;

· Correspondence address;

· Date of becoming a registrable person;

3. If a significant controller is a legal entity:

· Legal form;

· Registration number;

· Place of incorporation;

· Address of registered office;

· Date of becoming a registrable legal entity;

4. Nature of control over the company or other legal entity.

Regarding the registrable controllers:

1. Name;

2. If a registrable controller is an individual:

· Aliases (if any), residential address, nationality, identification document number and date of birth;

· Date of becoming a registrable individual controller;

3. If a registrable controller is a legal entity:

· Legal form;

· Unique entity number issued by the Accounting and Corporate Regulatory Authority, if any;

· Address of registered office;

· Jurisdiction of incorporation and statute under which the controller is incorporated;

· Name of the corporate entity register where the controller is incorporated and identification number of the controllers (if applicable);

· Date of becoming a registrable corporate controller.

Time limit for filing

1. For companies incorporated before 1 August 2017: before 1 April 2018;

2. For companies incorporated after 1 August 2017: within 15 days from the incorporation of the company; and

3. In the event of change of the content of the information filed: within 30 days after such change.

1. From 1 March 2018: within 7 days after the required particulars have been confirmed by the registrable person or comes to the notice of the company;

2. In the event of change of the registrable information: within 7 days after such change has been confirmed by the registrable person or legal entity.

1. For companies incorporated before 31 March 2017: within 60 days from 31 March 2017;

2. For companies incorporated after 31 March 2017: within 30 days from the incorporation of the company;

3. In the event of change of the registrable information: within 2 business days after such change has been confirmed by the controller.

Filing cost

1. Companies incorporated before 1 August 2017: 54.42€;

2. Companies incorporated after 1 August 2017: 24.80€;

3. Filing of a change: 48.49€.

There are no fees for filing the form NR2.

There are no filing fees.

Access to the beneficial owner information

1. Company which filed the information;

2. Judicial, customs, financial intelligence, tax and financial market authorities;

3. Money laundering, terrorism financing, bribery and tax evasion control authorities; and

4. Any person with legitimate interest and authorized by a court decision.

1. Law enforcement officers, meaning officers of the following bodies:

· Companies Registry;

· Customs and Excise Department;

· Hong Kong Monetary Authority;

· Hong Kong Police force;

· Immigration Department;

· Inland Revenue Department;

· Insurance Authority;

· Independent Commission Against Corruption; and

· Securities and Futures Commission;

2. Significant controller whose name has been entered in the significant controllers register.

1. The Registrar and the officers of the Accounting and Corporate Regulatory Authority; and

2. Public agencies administering or enforcing any written law (such as Singapore Police Force, Commercial Affairs Department, Corrupt Practices Investigation Bureau and Inland Revenue Authority of Singapore).

Sanctions in case of non-compliance

1. The president of the French commercial court can order filing of the information under penalty compulsion, or mandate someone else to file the information;

2. The absence or inaccuracy of filing of beneficial owner information is punishable by a maximum €7,500 fine, up to six-month imprisonment and management ban;

3. The legal entities are subject to a maximum €37,500 fine and to the sanctions of Article 131-39 of the French Criminal Code (winding-up, judicial supervision, etc.).

1. The company and every responsible person of the company are liable to a level 4 fine of HK$25,000 (in case of failure to comply within one month after the company has received a notice to do so);

2. Daily fine of HK$700, where applicable;

3. In case of false statement, the person commits an offence and is liable to a maximum fine of HK$300,000 and up to two years imprisonment.

1. The company and every officer of the company who is in default are liable to a maximum fine of S$5,000 (in case of failure to maintain or update the register, to make it available for inspection or to give notice);

2. The addressee who fails to comply with a notice received from the company within the time specified for compliance is liable to a maximum fine of S$5,000;

3. The controller who fails to provide change of information to the company is liable to a maximum fine of S$5,000.