Hong Kong is one of the world’s largest financial hubs, as seen by the exponential growth in its financial services sector, which has contributed to the country’s Gross Domestic Product and increased from 13% in 2004 to approximately 20% in 2018.
This article will discuss the scope of financial services, what a financial company is, and outline the process of opening a finance company in Hong Kong.
What is a finance company?
A financial services company is a specialized institution that provides financial services to both individuals and organizations.
According to the International Monetary Fund (the IMF), financial services refer to the process of how businesses or consumers acquire financial goods.
The type of services provided can range from making loans to individuals and businesses, advice regarding the management, making and investment of money, and trading shares on the stock market.
Examples of finance companies include banks, brokerage firms, insurance companies, foreign exchange services, asset management, hedge fund management companies, and credit card companies.
How can you open a finance company in Hong Kong?
If you want to set up a finance company in Hong Kong, you will have to follow the normal company incorporation process.
Please refer to our article on the different types of companies and the company incorporation here for more information regarding the best company type and further guidance.
However, as finance companies are subject to additional regulations established to protect consumers, a financial services license needs to be obtained.
For more information regarding obtaining other types of business licenses in Hong Kong, please refer to our article here.
Who needs a financial services license in Hong Kong?
All intermediaries are required to obtain a license before providing any type of financial services in Hong Kong.
If your company is involved in any of the regulated activities mentioned earlier, you will need to apply for a financial services license.
The individual responsible for managing and organizing these activities on behalf of a licensed company must hold a representative’s license.
All licensed representatives supervising a licensed company carrying out the regulated activities require the company’s approval to act as a ‘responsible officer.’
What if it’s an overseas company?
An overseas corporation or an individual carrying out business outside Hong Kong can apply for a temporary license to run the business in Hong Kong if the nature of their activity is similar to the regulated activities.
A temporary license is only granted for not more than six months in total within any period of 24 months and for three months at any time.
However, this only applies to dealing in and advising on futures contracts, securities, and corporate finance.
All other regulated activities cannot be carried out under a temporary license.
Who is exempt from a financial services license?
Only in the following situations will you be exempt from obtaining a financial services license:
If your company’s regulated activities are incidental for another regulated activity for which you already have a license, then you are exempt from obtaining another license.
All lawyers, accountants, and trust companies that advise on securities, asset management, corporate finance, or future contracts are not required to obtain a license only if the advice given is incidental to their professional practice.
Moreover, the exemption is also available to broadcasters and journalists that publish investment advice on radio or television.
Professional investor exemption
If you act as a principal and only deal with professional investors, you must not obtain a license for dealing in securities or futures.
For more information regarding who qualifies as professional investors, please refer to Schedule I of the SFO.
Advising company group exemption
Suppose you provide investment advisory services only to your subsidiaries or to your own holding company that holds all issued shares or any other owned subsidiary of the holding company.
In that case, you are exempt from obtaining a license.
Dealing in securities/Margin financing exemption
Suppose you or your business already hold a license for dealing in securities.
In that case, you will not be required to obtain another license for carrying out activities involving securities margin financing on behalf of your clients.
However, authorized financial institutions that may or may not have a license for dealing in securities are not obliged to register to offer securities margin financing services to their clients.
Leveraging foreign exchange
All authorized financial institutions are not required to register themselves to carry out leveraged foreign exchange.
How can I get a financial services license in Hong Kong?
Before applying for a financial services license the following requirements need to be met:
1. Satisfying the Fit and Proper Criteria set out by the SFC.
If the applicant is an individual, then the person will be examined, and if the applicant is a corporation, then all of its officers, shareholders, and employees will be examined by the SFC.
Moreover, if the applicant is an institution, its managers, directors, and chief executive will be examined.
In their examination, the SFC will evaluate the applicant on the following basis:
Their financial status and solvency
Their educational qualifications or experience concerning the nature of the functions to be performed
Their ability to carry out the regulated activities in a competent, fair, and honest manner.
Their reputation, character, reliability, and financial integrity
2. Satisfying the SFC Compliance Guidelines
Here, the applicant must ensure strong internal compliance systems and a concrete business structure with a qualified team to run the business.
3. The applicant company must be an incorporated company in Hong Kong
If the applicant is a company, it must be incorporated in Hong Kong or be an overseas company registered with the Hong Kong Companies Registry.
It is important to note that a sole proprietorship or a partnership structure cannot obtain a financial services license.
4. The applicant company or institution must employ a minimum of two responsible officers for each regulated activity
The applicant must employ at least two responsible officers for each regulated activity that needs a license.
The same individual can be appointed as a responsible officer for more than one regulated activity.
The requirements for a responsible officer are set out below:
They must be ‘fit and proper.’
There must be no conflict with other roles assumed.
At least one of the two officers must be an executive director of the company or institution.
They must hold a representative license for the respective regulated activity.
The SFC will evaluate whether the proposed officers are skilled, knowledgeable, and experienced enough to manage the company or institution’s regulated activities effectively
5. The applicant is required to maintain the minimum paid-up share capital and liquid capital
The minimum paid-up share capital and liquid capital are outlined in the Securities and Futures (Financial Resources) Rules.
Suppose the applicant is applying for a license for more than one of the regulated activities.
In that case, the minimum paid-up share capital and liquid capital that is the highest is to be maintained.
6. If applying for a license to deal in securities, futures contracts, or security margin financing, the applicant must have specific risks insured
The applicant must take out and maintain insurance against specific risks for a specific amount.
The SFC will then approve an insurance policy that is suitable for the applicant.
However, all applicants who are exchange participants and do not hold client assets are exempt from this requirement.
Once all prerequisites are met, the applicant must complete and submit the application forms, supporting documents, and the non-refundable application fee either by post or in-person to the SFC.
If your application is successful it will be processed within two to four months.
After that, the SFC will issue written approval of the license or certificate of registration which will be mailed to you. Any mistakes, errors, or incomplete application forms will result in delayed processing.
The Licence/Certificate of Registration
The certificate/license will include the applicant’s name, central entity number, date of registration, types of licensed, regulated activities, the conditions imposed on the license, and will mention any licensed representatives.
The applicant must display the license at all office premises at all times.
There is also an annual license fee that needs to be paid within one month after each anniversary date of the registration date.
What if my application gets rejected?
Your application will only be rejected if you fail to meet the requirements and prerequisites set out by the SFC.
However, you will be given a chance to explain your reasons for not meeting the requirements.
This impressive trade volume and global ranking is a clear pointer to the relevance of Hong Kong in the international trade scene and the profitability of opening and operating a trading company in Hong Kong.
Here are some other benefits you stand to enjoy if you set up your trading company in Hong Kong.
If accessing and establishing trading relations in Asia is your goal, Hong Kong is your best because the majority of the total value of imported and exported goods and services in Hong Kong are from and to destinations in Asia respectively.
Hong Kong is situated in the heart of Asia and is in close proximity to most of the continent’s largest and robust economies.
Hong Kong also provides convenient access to the rest of the world with its ever-busy air and seaports.
Hence, setting up a trading company in Hong Kong will provide easy access to other countries.
There is hardly any restriction on trading most goods and services.
Hong Kong trading companies are also not saddled with duties, tariffs, subsidies, or other barriers to trade.
Also, Hong Kong is a party to a number of multilateral, regional, plurilateral, and bilateral free trade agreements that help to ensure a secure and favorable trading environment.
Mainland China, New Zealand, member states of the European Free Trade Association (EFTA), Australia, Chile, and the Association of Southeast Asian Nations (ASEAN) are a few of the entities with which Hong Kong has entered into free trade agreements.
To the above, Hong Kong also maintains a strong rule of law, has no foreign exchange control or restriction mechanism, and has some of the world’s best infrastructure.
With these many benefits, setting up a trading company in Hong Kong will easily become one of the best business decisions you ever made.
What type of trading companies can be opened in Hong Kong?
Once you’ve made the decision to open a trading company in Hong Kong, you need to also determine the type of trading company to set up.
Although the choice of a trading company to set up is personal or based on your business interests, it is important that you’re aware of the major types of trading companies that can be opened in Hong Kong.
This way, you can opt for the one best suited for your business.
The trading companies that can be opened in Hong Kong are those involved in import trade, export trade, and entrepot.
Import Trading Companies
An import trading company is solely involved in the purchase of goods and services from foreign suppliers or sources to meet domestic demands.
These domestic demands may exist due to the impossibility or impracticability of producing such goods and services locally.
They may also exist for the prestige, cachet, or other special quality which foreign-sourced goods and services possess.
There is also the common factor of pricing as a basis for domestic demand as certain goods or services are cheaper to import than produce locally.
Export Trading Companies
An export trading company is the direct opposite of an import trading company. An export trading company is involved in the sale of locally produced goods and services to foreign purchasers.
These locally produced goods or services will ideally be commodities that are easily and efficiently sourced and for which there is global demand.
The goods and services whose trade requires licensing are determined by relevant laws.
As such, if your trading company will be involved in the trade of such specified commodities, these licenses must be obtained from the relevant government agency.
The licensing process is generally straightforward and easily accessible.
You can check here for our previous article detailing the licenses that trading companies may require.
Trading Company Clearance Procedures
By virtue of the Import and Export (Registration) Regulations, trading companies or other persons involved in the import and export of goods or services, with the exception of exempt goods and services, are required to file an Import/Export Declaration with the Commissioner of Customs and Excise.
This Declaration must be filed within 14 days of the goods or services being imported or exported. This declaration can be filed electronically.
Other administrative processes that may occur in the clearance process of imported or exported goods include a thorough inspection of related documents (such as manifests, bills of lading, invoices or packing lists, etc), physical examination of cargo, and more.
As stated earlier, Hong Kong boasts of some of the world’s best infrastructure for the conduct of business.
One such infrastructure is its banking system which ensures you have unrestricted access to the financing and financial instruments necessary to run your trading company’s business.
Some easily accessible financing options and financial instruments that can be obtained in Hong Kong include Letters of Credit, overdrafts, revolving loans, term loans, import/export loans, export credit insurance, etc.
Opening a trading company in Hong Kong might seem a challenging task but it is certainly doable.
All you need do is follow the steps and procedures described above and you will be sending out or receiving your first shipment in no time.
Opening a company in Hong Kong means starting with incorporating the services of a Company Secretary.
Trading companies from all corners of the globe choose Air Corporate for their incorporation needs in Hong Kong.
When it comes to the efficient administration of your company, the role of a company secretary cannot be overemphasized.
One of the essential pillars of any company’s corporate governance framework, a company secretary ensures that your company operates as per the law.
Are company secretaries mandatory in Hong Kong?
According to the Companies Ordinance, you cannot register a Hong Kong company unless you appoint a company secretary.
You cannot list the company on the Hong Kong Stock Exchange if you don’t appoint a qualified company secretary.
What are the functions of a company secretary and how are they appointed?
A company secretary is responsible for maintaining the record of all the statutory documents of a company and taking care of compliance requirements such as preparing and filing the annual returns, recording the appointments and resignations of directors, and conducting the issue and transfer of shares.
As per Hong Kong laws, the director or shareholder of a company cannot perform a company secretary’s role.
Needless to say, a company secretary is extremely vital to the governance and management of a company.
Why opting for digital company secretaries is a good idea?
Traditionally, company secretaries operate out of brick-and-mortar offices.
As a result, they are only accessible by phone or email.
Even if you need a simple document such as a copy of your business registration certificate, you will need to wait for it to get delivered to your office or arrange a visit to pick it up.
As Hong Kong is increasingly becoming the preferred hub for doing business by investors worldwide, there is a greater need to access information quickly tostay on top of your compliance obligations.
That’s why using a digital company secretarial service is better for your business.
Here are five reasons for having a digital company secretary:
1. Instant access
Most digital company secretarial service providers work on a cloud-based platform.
This ensures no lengthy or unnecessary email exchanges when you need to lookup any document urgently.
It also reduces the chances of important requests slipping through the crack — thanks to the streamlined operations, you can get help from your company secretary in real-time, without getting caught up in an endless loop of emails or phone calls.
2. Increased efficiency
Unlike physical company secretaries, a digital company secretary doesn’t have to skim through heaps of paperwork to locate a single document.
Since the records are digitized, everything is available with a single click — whether you need the bank statements, incorporation documents, or even corporate resolutions.
Apart from reducing the turnaround time, it also allows the company secretary to discuss any specific concerns you may have regarding your company’s statutory compliance.
3. No hidden pricing
Most digital company secretaries in Honk Kong follow a SaaS pricing model.
You will usually find different pricing packages, such as paying a one-time fee for the mandatory services and opting for a subscription fee package for the rest of the services.
With physical company secretaries, the final invoice may include unexpected surcharges or add-on charges, increasing the overall cost for you.
In contrast, a digital company secretary’s pricing model is clearly specified along with a detailed break up of the price of every possible corporate action.
As a result, there are no last-minute surprises sprung on you every time an invoice is raised.
4. Meeting compliance timelines
Hong Kong is facing a shortage of company secretaries.
Relying on physical secretaries can result in missing important timelines for completing compliance work.
Also, remember that you may end up paying penalties for delayed filing.
Given that a digital company secretary’s operations are entirely automated, the chances of missing deadlines are almost negligible.
5. Better communication with all stakeholders
A company secretary in Hong Kong plays a crucial role in communicating with various stakeholders of the corporate ecosystem.
These include external participants (such as the Hong Kong Stock Exchange, the Inland Revenue Department, and the Companies Registry) and internal participants (such as directors or other officers of the company).
Since digital company secretaries leverage technology in their day-to-day operations, it ensures seamless communication with all the players.
It also minimizes the touchpoints and saves the unnecessary waste of time.
A company secretary is not just a cog in the wheel — they are the wheels on which your company moves forward.
That’s why choosing the right company secretary is a high-priority item on every entrepreneur’s checklist.
Working with a digital company secretary is the smarter way of doing business in Hong Kong. Looking for someone to help you with corporate secretarial services?
With Air Corporate by your side, you can focus on your business while we take care of the rest. Speak with a member of our experienced team and learn how we can help you.
The articles of association might sound like something out of a history or high school civics class, and in a way they are.
For companies, they act almost like a constitution or user’s manual, and they help to show off the company’s regulation and purpose for itself.
It lays out how tasks are done, how people get appointed, and how everything gets handled.
But there’s really no one size fits all answer to the ‘what are articles of association’ question, as each set of articles tends to be different depending on the business that they were written for.
However, despite those differences, there are some similarities that can be picked out to give us a clearer answer.
What is in the Articles of Association?
Every single company has things that they need to do each day, as well as a mission that they need to follow.
Some of these tasks include giving out shares and dividends, auditing financial records, and conducting shareholder meetings.
The articles are what tell the company how to do those things and act as a guidebook.
Additionally, the articles of association restate the company’s purpose, name, the organization of the company, and the amount of share capital that it possesses.
The Name and Purpose
Both of these are the two simplest things that can be found in the articles of association.
The company name must be written out clearly, and follow all the rules of the jurisdiction that the company finds itself in.
Additionally, the purpose of the company, or the reason it was created, will need to be shared as well.
Once again, depending on the jurisdiction, the company’s purpose can either be vague or will need to be very specific.
However, it will have to be in there and stated clearly.
The amount and types of share capital that is inside the company’s capital always must be inside the articles of association.
Typically this includes common shares and preferred shares, and while they cannot be issued regularly, they can be issued during times of need whenever that need arises.
But they can only be issued if the need presents itself, and they must be listed in the articles of association.
Speaking of shares, the rules and provisions for the annual shareholder meetings that the company creates will be listed here in detail.
Everything about notices, votes, resolutions, and how the meeting should be conducted will end up here.
The Company’s Organization
Finally, the way that the company is organized will be listed here.
Some of the information provided will include the address of the company, the number of officers and directors, the names of the company’s founders and shareholders, and even the names of legal advisors and auditors.
Forming the Articles Of Association
Whenever a company is ready to be formed, then the person or people in charge will pick a name and say what the purpose of their company is.
Once it is registered, then they will typically refer to an accountant, lawyer, or perhaps both to make sure that they understand how the company will grow and what it might look like in the future.
Once everything is finalized, the personal information of the directors and the address of the business are placed down.
Then things can stay as they are until changes need to be made.
Perhaps the company is moving to a new address, or the structure of the business has changed.
If that happens, then the directors can show their approval and of the change, and they will need to hold a board meeting and a meeting with the shareholders to get the proposed changes approved.
This typically means a 75% vote for the new changes, and then the new articles get sent to the companies house.
What Do the Articles of Association do?
Aside from showing off all the rules that a company needs to abide by, it’s also a contract membership between the shareholders of the company and the company itself.
The shareholders can elect a board of directors and must meet at annual general meetings to go over decisions and proposed changes to the company.
The Articles of Association show off the rules and regulations for these meetings.
They are especially useful if a director suddenly leaves their position, and someone new has to take the reins and handle the company.
What Companies Must File Articles Of Association?
Certain companies must file their own articles of association, with their own restrictions.
These include unlimited companies, companies limited by guarantee, and private companies limited by shares.
Unlimited companies must have the number of their employees and the share capital they have in their document, companies that are limited by guarantee must have the number of members they will register the company too, and private companies need to have a law against transferring shares, only 50 members, and give no share purchases to the public.
But every company should have articles of association, even if it is nothing more than a glorified manual.
Simply having the purpose of your company, the number of shares you have, and how everything is organized written down can be a benefit if things start to go astray.
Where Do We Find The Articles of Association?
There are two places where your business will need to keep its articles of association.
The first is at the Companies House, where it can be viewed by the public.
Anytime you make any changes to the articles of association, you will need to send a revised copy to the Companies house so both versions can be up to date.
Additionally, you are required to keep a copy of your business address on hand.
Understanding the Articles
The Articles of Association might seem like a big and confusing mess, but they are an important part of your business and you will need to create them as soon as you can.
Then, you’ll have everything you need in one place, and when someone asks you ‘what are articles of association’ then you can just take yours out and show them.
Need guidance and professional help both forming and handling your company’s articles of association?
The taxes applicable to companies in Hong Kong are few and the tax rates are lower than what is obtainable in most countries.
For instance, capital gains tax, value-added tax, sales tax, and withholding tax aren’t applicable to companies in Hong Kong.
Tax computation is also straightforward which makes compliance relatively easy.
Thus, moving your company to Hong Kong will be beneficial if your objective for relocating is to reduce your company’s tax burden.
With less tax, you can maximize profit for business growth.
Investor friendly policies
Unlike most cities, Hong Kong promotes a free economy and trade which makes it investor-friendly.
It is easy to establish businesses across different sectors in Hong Kong as there are few restrictions.
There are also no legislative bottlenecks that can hinder a foreign company from setting up and thriving freely in Hong Kong.
A foreign company can be set up with foreign directors who are neither citizens nor residents of Hong Kong.
It is also easy to repatriate profit from Hong Kong as there is no foreign exchange control in Hong Kong.
Hong Kong also boasts of world-class infrastructure including an efficient transportation system as well as impressive internet speed.
Thus, it is an ideal location for running your business if your relocation objective is better infrastructure.
Investors also enjoy full access to top-notch banking services in Hong Kong as well as minimal importation and exportation barriers.
Hong Kong is strategically located in the heart of Asia with easy access to mainland China and the rest of Asia.
This makes it a suitable location if your objective for moving your company is to penetrate the Asian market, access a wider market, or cheaper production costs.
Tips for relocating your company to Hong Kong
If you’ve decided that Hong Kong is the ideal destination for your company, then you need to do so in a manner that will not disrupt your business productivity.
Here are some tips to help you relocate easily.
Create a business relocation plan
Just like a business plan, a business relocation plan provides a detailed roadmap on how your company intends to achieve its objectives in a new location.
It gives an overview of the risks, the potentials, and the necessary resources needed to survive in the new location.
A relocation plan helps you to make provision for all foreseeable circumstances. Key elements of a relocation plan are budgeting, a timeline, and communication.
You need a business relocation plan to ensure a smooth transition from your current location to Hong Kong.
You can hire an expert to create one for your company.
Consult the right professionals
Relocating a company is a risky move but you can minimize the risks involved by consulting professionals.
Lawyers, accountants, financial advisers, immigration experts, property consultants, tax consultants, marketers, and business developers are some of the key professionals that you need to consult.
They will be in the best position to advise you on the financial, legal, tax, and business implications of relocating your company to Hong Kong.
Come up with a budget
Relocating a company is a capital-intensive project.
Therefore, you need to come up with a budget that caters to the basics.
In coming up with a budget, you should consider your company’s real estate needs.
Determining your real estate needs will help narrow down your decisions as to the type of property to opt for, the possible locations for such properties, and the choice of buying or renting such property.
Your budget should also make provision for incidental costs such as insurance, utilities, maintenance, and renovation.
Your relocation budget should also make provision for the cost of hiring professionals that you’ll engage to facilitate the relocation.
Adequate provision should also be made in your budget for unforeseen and miscellaneous expenses.
This helps to ensure that you stay prepared and that your relocation plans aren’t derailed by financial incapacity.
Come up with a timeline
Setting a timeline for your company’s relocation to Hong Kong is another important aspect of a relocation plan.
A timeline ensures that your company’s relocation process is organized. It helps with setting priorities and giving direction.
It also ensures efficiency in the persons and processes involved in relocating your company to Hong Kong.
Specifically, a timeline for your company’s relocation should incorporate a schedule of tasks or subtasks to be completed.
Such tasks could include creating an inventory, purchasing new furniture or equipment, advertising your new address, etc.
The timeline should also incorporate a date by which the listed or scheduled tasks are to be completed as well as the persons that will be responsible for carrying them out.
With this in place, it will be easier to relocate your company to Hong Kong.
However, you should be prepared for delays, lapses, and setbacks that may occur.
Inform your company’s stakeholders
The decision to relocate your company is not one that can be made alone especially if your company is not a private limited company or a small company with few employees.
Thus, you must inform your company’s stakeholders about the decision to relocate to Hong Kong and ensure that adequate communication channels exist between you, your company, and the stakeholders.
Such stakeholders are your employees, your suppliers, your customers, and shareholders. It is important that they are fully carried along from the start of the relocation process till its conclusion. Regular or new communication channels that allow for maximum clarity can be employed in this respect.
Create a relocation team
To ensure a smooth relocation, you need to hire or create a relocation team that will oversee the relocation to Hong Kong.
It is advisable to appoint a manager or some other person who will oversee the implementation of your company’s relocation plan.
You can also engage the services of corporate movers who specialize in international relocations.
Their expertise and experience will certainly make the process of relocating your company to Hong Kong a smoother affair.
Consider staggered relocation
In relocating your company to Hong Kong you should also consider the possibility of a staggered move that is, running your company’s business out of your old location as well as the new location for a brief period.
This staggered operation will allow for a smoother transition into your new location and will help ensure that your company’s workflow is not significantly affected.
Get office space in Hong Kong
If your company is not a digital company, you need to secure an office space in Hong Kong to make relocating easier.
Depending on your budget, you may decide to purchase a property or rent for a couple of years.
When picking an office space, you should consider so many factors like proximity to key resources and accessibility.