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The securities and futures markets of Hong Kong are a regulated domain. As per the Securities and Futures Ordinance (SFO), firms in Hong Kong that carry out any business that pertains to a Regulated Activity need to obtain the relevant license for such activity.

Additionally, even if you are an individual carrying out or responsible for supervising such Regulated Activity, you need the appropriate SFC license in Hong Kong.

The licenses are granted by the Hong Kong Securities and Futures Commission (SFC).

In this article, we will look at the top 10 FAQs when applying for an SFC License in Hong Kong.

What are the various regulated activities under the SFO?

As per Schedule 5 of SFO, the following qualify as a Regulated Activity:

• Type 1 – Dealing in Securities
• Type 2 – Dealing in Futures Contracts
• Type 3 – Leveraged Foreign Exchange Trading
• Type 4 – Advising on Securities
• Type 5 – Advising on Futures Contracts
• Type 6 – Advising on Corporate Finance
• Type 7 – Providing Automated Trading Services
• Type 8 – Securities Margin Financing
• Type 9 – Asset Management
• Type 10 – Providing Credit Rating Services

In addition to the above, the following activities in connection with the over-the-counter derivatives market are classified as a Regulated Activity and need an SFC license:

• Type 11 – Dealing or advising in OTC derivative products
• Type 12 – Providing clearing agency services for OTC derivatives transactions

What are the exemptions granted by SFC?

Each Regulated Activity has a set of prescribed exemptions.

A company can be eligible for incidental exemptions — you are exempted from obtaining a license for a particular Regulated Activity if such an activity is wholly incidental to another Regulated Activity for which you have a license.

Suppose you have obtained a license for Type 1 activities, and you want to carry out activities that fall within Type 4 and Type 6.

You don’t need a separate license provided such activities are completely incidental to the Type 1 business you are carrying out.

A company carrying out a Regulated Activity can also be eligible for a group company exemption, provided such company is carrying out the Regulated Activity solely for its wholly-owned subsidiaries, its holding company, or other wholly-owned subsidiaries of that holding company.

Is there a minimum capital requirement to obtain an SFC License?

There are two different capital requirements that you must meet for getting an SFC license:

Minimum Paid Up Capital

Type of Activity	Minimum Paid Up Capital
Type 1 (Dealing in Securities)	In the event corporation is an approved introducing agent, a trader, or a futures non-clearing dealer – NIL if securities margin financing provided – HKD 10,000,000 Other cases – HKD 5,000,000
Type 2 (Dealing in Futures Contract)	In the event corporation is an approved introducing agent, a trader, or a futures non-clearing dealer – NIL Other cases –  HKD 5,000,000
Type 3 (Leveraged Foreign Exchange Trading)	In case the corporation is an approved introducing agent – HKD 5,000,000 Other cases – HKD 30,000,000
Type 4 (Advising on securities)	If the corporation does not  hold client assets as one of the licensing condition – NIL Other cases – HKD 5,000,000
Type 5 (Advising on future contracts)	If the corporation does not hold client assets – NIL Other cases – HKD 5,000,000
Type 6 (Advising on corporate finance)	If the corporation is the sponsor and either hold client assets or doesn’t hold client assets – HKD 10,000,000 If the corporation is not the sponsor but holds client assets – HKD 5,000,000 If the corporation is not the sponsor and does not hold client assets – NIL
Type 7 (Providing Automated Trading Services)	HKD 5,000,000
Type 8 (Securities Margin Financing)	HKD 10,000,000
Type 9 (Asset Management)	If the corporation does not hold client assets as one of the licensing conditions – NIL Other cases – HKD 5,000,000
Type 10 (Providing credit rating services)	If the corporation does not hold client assets as one of the licensing conditions – NIL Other cases – HKD 5,000,000

Minimum Liquidity

Type of Activity	Minimum Liquidity
Type 1 (Dealing in Securities)	In the event corporation is an approved introducing agent, a trader, or a futures non-clearing dealer –  HKD 500,000 if securities margin financing provided – HKD 3,000,000 Other cases – HKD 3,000,000
Type 2 (Dealing in Futures Contract)	In the event corporation is an approved introducing agent, a trader, or a futures non-clearing dealer – HKD 500,000 Other cases –  HKD 3,000,000
Type 3 (Leveraged Foreign Exchange Trading)	In case the corporation is an approved introducing agent – HKD 3,000,000 Other cases – HKD 15,000,000
Type 4 (Advising on securities)	If the corporation does not  hold client assets as one of the licensing condition – HKD 100,000 Other cases – HKD 3,000,000
Type 5 (Advising on future contracts)	If the corporation does not hold client assets –  HKD 100,000 Other cases – HKD 3,000,000
Type 6 (Advising on corporate finance)	If the corporation is the sponsor and holds client assets – HKD 3,000,000 If the corporation is the sponsor but doesn’t hold client assets – HKD 100,000 If the corporation is not the sponsor but holds client assets – HKD 3,000,000 If the corporation is not the sponsor and does not hold client assets – HKD 100,000
Type 7 (Providing Automated Trading Services)	HKD 3,000,000
Type 8 (Securities Margin Financing)	HKD 3,000,000
Type 9 (Asset Management)	If the corporation does not hold client assets as one of the licensing conditions –  HKD 100,000 Other cases – HKD 3,000,000
Type 10 (Providing credit rating services)	If the corporation does not hold client assets as one of the licensing conditions – HKD 100,000 Other cases – HKD 3,000,000

What kind of companies can apply for an SFC License?

The applicant should be a company incorporated in Hong Kong or an overseas company that is registered with the Hong Kong Companies Registry.

What are the specific factors considered for granting an SFC license to a company?

The applicant should be ‘Fit and Proper’ before it can be granted an SFC license.

The following factors are considered to assess Fitness and Properness:

• Financial status or solvency
• Relevant educational or other qualifications or experience
• Competent, honest, and fair
• Reputation, character, reliability, and financial integrity

To determine whether the applicant meets competence requirements, the SFC can refer to several regulations, circulars, and codes such as:

• Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission
• the Fund Manager Code of Conduct
• the Corporate Finance Adviser Code of Conduct and the Management, Supervision and Internal Control Guidelines

The applicant should have fit and proper shareholders and senior management.

The senior management is primarily responsible for maintaining the standards of conduct within the corporation.

The applicant should also fulfill the minimum paid-up capital and liquid capital requirement depending on the type of Regulated Activity they wish to carry out.

Additionally, the applicant should also appoint at least two Responsible Officers (ROs) to supervise the business carrying out the Regulated Activities.

Out of the ROs, at least one of the ROs should be an executive director.

Moreover, one of the ROs should be available at all times to supervise the business.

Anyone from the company who’s carrying out Regulated Activities should be a ‘licensed representative’.

What is the application procedure for obtaining an SFC licence?

You need to fill up the application form available here and also pay the prescribed fees.

Additionally, you need to submit several supporting documents such as:

• Business plan with details on how you propose to carry out the Regulated Activity
• Information about the corporate structure, directors, and shareholders
• Group organization structure chart
• Copy of the latest audited financial statements of the company and the holding companies
• Copy of the group financial statements

I am an individual who wants to carry out a Regulated Activity. How can I obtain an SFC License?

You can obtain a license as a ‘licensed representative’ or a ‘Responsible Officer’ by clearing the exams offered by the Hong Kong Securities Institute.

These exams test the regulatory and industry knowledge of the applicants.

Additionally, the Guidelines on Competency provide the qualifications of a Responsible Officer that includes industry and management experience.

Please note that as a Responsible Officer, you will also be responsible for supervising a licensed corporation’s activities.

Apart from the ROs, do I need to appoint anyone else for the overall management of the licensed entity?

Yes, since 2017, SFC requires licensed entities also to appoint a Manager-in-Charge (MIC).

A MIC is part of a licensed corporation’s senior management and can be a director or a RO.

MICs can be located within Hong Kong or overseas.

Ideally, every licensed corporation should have at least one MIC responsible for a Core Function of such a licensed corporation.

However, one MIC can also manage multiple Core Functions.

Similarly, if needed, a single Core Function can be managed by more than one MIC.

The Core Functions are:

• Overall Management Oversight
• Key Business Line
• Operational Control and Review
• Risk Management
• Finance and Accounting
• Information Technology
• Compliance; and
• Anti-Money Laundering and Counter-Terrorist Financing

How soon can I expect to receive the SFC License ?

While it is not possible to indicate the exact timeline, it typically takes SFC 15 days to process an application for an entity’s SFC license.

It takes eight weeks to process the application for a licensed representative and ten weeks for a Responsible Officer.

Are there any ongoing obligations on licensed entities/licensed individuals?

Yes, both licensed corporations and individuals must comply with the various directions/guidelines issued by SFC and the relevant provisions of the SFO.

Moreover, certain types of changes, such as changes in name or business address, will require SFC’s prior approval.

Final words

Doing all the paperwork on your own to obtain the SFC license can be challenging. Even a single mistake can prove too costly.

But you don’t have to struggle alone — the experts at Air Corporate are here to help.

We can clarify all your doubts about the SFC license and the specific requirements and guide you through the process. For any questions, drop us a line at [email protected].

Focus on your business. We take care of the rest.

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In simple terms, a company’s share capital structure includes the company’s equity and debt that has been acquired through issuing shares to shareholders.

The Companies Ordinance in Hong Kong lays out the provisions regarding share capital requirements, the responsibilities of shareholders, and the governance of transferring and issuing new shares.

To ensure a better understanding of a company’s share capital structure, it is important to first understand what shares are, the different types of shares, who the shareholders are, and what their role is in a company.

Moreover, the concept and requirements relating to transferring and issuing new shares will also be outlined.

What does it mean to have shares in a company?

A company share can be defined as a unit of equity or ownership.

A share of a company owned by an individual represents ownership of that particular company.

Owning shares in a company means that you have voting rights in terms of the management of the company as well as a right to the company’s earnings depending on how much your share is and how much you have invested in the company.

There can be a minimum of 1-50 shareholders in a limited company, and the amount invested by each shareholder in the company makes up the company’s share capital.

What are the different types of shares?

There are six different types of shares which have been classified as ordinary shares, preference shares, redeemable shares, deferred ordinary shares, non-voting shares and management shares under the Hong Kong Companies Ordinance.

1. Ordinary shares

The most common type of shares issued by a company is ordinary shares.

Here, each share holds one vote and represents the equal right to receive any dividends and capital distribution if the company is to be dissolved.

2. Preference shares

If you hold a preference share, you have a preferential right to return of capital and dividends.

You hold a priority over ordinary shareholders and will be entitled to receive dividends before them.

However, you do not have any voting rights, and in some cases, preference shares can be redeemable.

3. Redeemable shares

A redeemable share is one that has certain special terms and can be repurchased at a later date in the future by the company.

The director of the company can fix the date of the repurchase and share redemption price.

4. Deferred ordinary shares

Compared to ordinary shares, deferred ordinary shares have fewer rights as dividends are only paid once all the other different types of shares have been paid back.

Their right to the dividend is deferred until every other type of share is dealt with.

Additionally, those who hold deferred ordinary shares do not have certain voting rights.

5. Non-voting shares

As a non-voting share has no voting rights or right to participate in a general meeting attached to it, it is often allotted to family members or employees of the other shareholders.

6. Management shares

If you hold a management share, you have more control in the company’s operations as you are entitled to extra voting.

What are shareholders, and what are their rights?

Anyone who owns a share in a company is known as a shareholder.

A shareholder can both be an individual or an organization that has bought shares in a company.

They are also known as stockholders who are entitled to receive dividends based on the profitability and success of the company.

Depending on the type of share they hold, they have certain voting rights, can participate in the general meeting and can even be elected to be on the board of directors.

What are shareholders’ roles and responsibilities?

As part of the share capital structure, a shareholder has various responsibilities which include but are not limited to:

• Both appointing and removing the directors of the company
• Monitoring the company’s financial statements and other documents
• Participating in and attending the Annual General Meeting (AGM)
• Voting in matters discussed in the AGM and during elections
• Ensuring that the company has the capital to run its business

What is share capital?

Back to identifying what a share capital is – It is one of the key components necessary to incorporate a limited company in Hong Kong.

The share capital refers to the total amount of capital that is obtained by the shareholders of the company under the investment they have made.

Moreover, the share capital is only returned to the shareholders if the rules attached to the buyback of shares are met.

The share capital for all limited companies in Hong Kong is known as issued capital which is the total value of the shares allotted to shareholders.

It is important to note that according to the Hong Kong Companies Ordinance, there is no requirement for a company to have a minimum share capital.

Why do you need to have a good share capital structure?

After understanding what is included in a company’s share capital and understanding each of its components, we will know to explore the importance of a secure share capital structure.

1. Gain insight into the stakeholders involved

A coherent share capital structure provides an overview of the interests of all the parties involved in the operations of the business.

It highlights the debts owned along with how much equity each shareholder owns.

2. It increases in company value

Having a properly designed capital structure allows the claims and interests of the shareholders to be understood and highlighted.

Therefore, the value of the firm, along with its market price, is also maximised.

3. It ensures that all available funds are utilized

A good share capital structure makes meeting financial requirements more convenient as a breakdown of financial components are already provided.

This further ensures that all funds are raised in the right manner and amount.

4. Shareholder wealth is maximized

A secure and stable share capital structure ensures mitigates any potential risks for the companies and prevents the company from entering into excessive debt.

5. Costs are minimized

The cost of financing and meeting financial requirements is also minimized with secure share capital structure enabling the company to lower its overall costs.

6. It creates opportunities for investment

A proper capital structure enables the company to attract new investment opportunities as a strong share capital structure attracts potential investors.

How can you transfer shares in Hong Kong?

All limited companies in Hong Kong can transfer the shares of their business unless otherwise stated in their Articles of Association.

There is a detailed process set out for anyone who wants to transfer existing shares to another person or company in Hong Kong.

Firstly, the transfer of shares must be according to the provisions set out in the company’s Articles of Association.

The transfer must also be following all other rules of the company and must also be approved by the company shareholders.

The following documents are also required to transfer shares:

1. The share transfer contract document
2. The instrument of the transfer document
3. The sales and purchase agreement
4. Any required audit reports or financial statements

Once the required documents are provided with a stamp duty must also be paid.

All documents need to be sent off to the Stamp Office.

The entire process is complete upon all transfer documents being stamped and certified.

Final words

Here is what you should always have in mind:

• A share capital structure and the allotment of shares is an important part of the operations of a company
• A share is defined as a unit of ownership and anyone who owns a share in a company is entitled to receive dividends and has voting rights
• There are six different types of shares in Hong Kong
• The share capital refers to the total amount of capital that is obtained through the shareholders’ investment
• Having a good share capital structure is extremely beneficial for a company

Are you looking for a new way to structure your company shares? Maybe you haven’t even started your business yet.

Register with Air-Corporate today, and we’ll help you set up your company with all you need including share structures available anytime, anywhere, 100% online.

Focus on your business. We take care of the rest.

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