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A corporation licensed by the Securities and Futures Commission of Hong Kong:Analysis of application conditions and RO requirements

Application requirements for corporations licensed by the Securities and Futures Commission of Hong Kong

in Hong Kong,engage inSecurities Regulatory Commission规管活动的中介机构,Need to press "Securities and Futures Ordinance》Obtain corresponding license or registration。Common categories includelicensed corporation、Short-term licensed corporations and registered institutions。For those planning to conduct securities business in Hong Kong、futures、For companies with regulated businesses such as asset management,Accurately understand the type of organization、fit and proper criteria、Company capability requirements andHong Kong License No. 149:Usage analysis、Application requirements and RO configuration(RO) Arrangement,It is a successful applicationHong Kong Securities and Futures Commission licensecore foundation。

Main types of intermediaries in Hong Kong SFC

Organizations authorized to engage in activities regulated by the Securities and Futures Commission in Hong Kong,Mainly can be divided into the following three categories:

  • licensed corporation:means licensed under section 116 of the Securities and Futures Ordinance to carry on one or more types of regulated activities,but a corporation that is not an authorized financial institution。
  • short-term licensed corporation:Refers to a short-term license issued under section 117 of the Securities and Futures Ordinance,Can carry out one or more types of regulated activities for a period of not more than three months,But Category 3 (Leveraged Foreign Exchange Trading)、Category 7 (providing automated trading services)、Except for Type 8 (providing securities margin financing) and Type 9 (providing asset management) regulated activities,and the corporation is not an authorized financial institution。
  • Registration authority:means an authorized financial institution registered under section 119 of the Securities and Futures Ordinance to carry on one or more types of regulated activities,Except for Type 3 regulated activities (leveraged foreign exchange trading) and Type 8 regulated activities (providing securities margin financing)。

The period for a short-term licensed corporation to engage in regulated activities shall not exceed 3 months,Actual applicable scenarios are relatively limited;The registered institution must first be a recognized financial institution such as a bank,The threshold itself is higher。therefore,When companies are actually planning to apply for a Hong Kong financial license,Usually, licensed corporations are the main application route.。

General application requirements for licensed corporations

Licensed corporations are the most common form of entity in Hong Kong Securities and Futures Commission license applications。When a company applies to become a licensed corporation,Need to meet company registration、suitable person、Competence、internal control、Responsible for various requirements such as staffing,and demonstrate to the Securities and Futures Commission of Hong Kong that it has the ability to continue to operate regulated activities in compliance with regulations。

香港证监会持牌法团申请条件
Application requirements for corporations licensed by the Securities and Futures Commission of Hong Kong

Company registration requirements for the applicant

The applicant company must be a company incorporated in Hong Kong,Or an overseas company registered with the Hong Kong Companies Registry。The entity must have a clear shareholding structure、Business positioning and operational arrangements,To support one or more types of regulated activities for which it intends to apply。

Promoter and Applicant Fit and Proper Requirements

According to Section 129 of the Securities and Futures Ordinance,When the SFC considers whether an applicant is fit and proper for licensing or registration,In addition to taking into account other matters it considers relevant,The applicant and, where appropriate, other relevant persons of the applicant must also assess the following factors::

  • financial condition or solvency;
  • Educational qualifications、Other qualifications or experience,and must be considered in light of the nature of the functions the applicant intends to perform.;
  • Are you capable of doing your job competently?、Conduct relevant regulated activities honestly and fairly;
  • Reputation、character、Reliability and financial soundness。

These standards form an important basis for the Hong Kong Securities and Futures Commission to assess the suitability of licensed corporations and their key personnel to enter regulated financial markets.。

business structure、Internal control and competency requirements

The applicant company must satisfy the Securities and Futures Commission of Hong Kong,It has a suitable business structure、Good internal control system and qualified personnel,Sufficient to ensure that it can properly carry out the proposed business as detailed in the business plan,and be able to appropriately manage risks that may be faced。

In terms of competency and internal governance,The Securities and Futures Commission of Hong Kong has issued a series of important guidelines,Includes "Competency Guidelines"、The Code of Conduct for Persons Licensed or Registered with the SFC (the “Code of Conduct”) and the Management Applicable to Persons Licensed or Registered with the SFC、Supervision and Internal Control Guidelines"。Applicant companies need to combine their own business models、Customer type、transaction process、Risk control system and personnel arrangements,Establish a compliance operations framework that meets regulatory expectations。

Responsible Personnel RO Configuration Requirements

Each type of regulated activity proposed to be applied for,A licensed corporation must appoint at least two responsible officers,Directly supervise the relevant activities to be carried out。The official English name of the responsible officer is Responsible Officer,Often referred to as RO。

When submitting your license application,Companies intending to be licensed must submit approval applications for all persons intending to become ROs to the Securities and Futures Commission of Hong Kong.,For review and decision by the Securities and Futures Commission。In the course of daily operations, licensed companies,There must be at least one responsible officer who can supervise the regulated business at all times。

As long as the person appointed is a fit and proper person,And the relevant arrangements will not cause role conflicts,The same person may be appointed as a responsible officer for more than one type of regulated activity。

Relationship between Executive Director and RO

Among the two ROs,At least one must be an "executive director" as defined in the Securities and Futures Ordinance。at the same time,All "Executive Directors" must seek approval from the Securities and Futures Commission of Hong Kong to become ROs。

"Executive Director" means a director who is actively involved in or responsible for direct supervision of the regulated activities for which the corporation is licensed.。Provided that the Executive Director is able to discharge his duties and oversee the business in a satisfactory manner,They can live outside Hong Kong。This arrangement is actually conducive to mainland management's participation in the management of Hong Kong licensed companies.,And serve as the RO of a Hong Kong licensed company。

The SFC will take into account the frequency of non-Hong Kong resident directors’ visits to Hong Kong to handle regulatory activities,and the overall level of the licensed company’s internal control systems and systems.,Determine whether directors residing in the Mainland are competent to meet the due diligence requirements of the Hong Kong Securities Regulatory Commission on ROs。

RO’s supervisory role and professional responsibilities

The RO's role is closer to being paid by a licensed company、However, front-line supervisors with supervisory responsibilities for the Securities and Futures Commission of Hong Kong。RO needs to pass the assessment and approval of the Hong Kong Securities Regulatory Commission before being licensed to work.,and register to practice with the China Securities Regulatory Commission。

香港证监会持牌法团申请流程
Hong Kong Securities and Futures Commission Licensed Corporation Application Process

RO qualifications are directly related to RO natural persons.,Rather than being tied to a licensed company。therefore,RO can change the licensed company he works for。Under this institutional arrangement,If the RO violates the regulations of the Securities Regulatory Commission at work,May face license revocation and loss of long-term license to practice law。

Because of this,RO usually looks at the regulatory requirements of the Hong Kong Securities and Futures Commission,Continuously supervise the day-to-day operations of licensed companies,Ensure that its business activities comply with relevant laws and regulations、Code of Conduct and Internal Compliance System Requirements。RO has therefore become an important regulatory contact point for the Hong Kong Securities and Futures Commission to extend to the frontline operations of licensed corporations.。


About Hong Kong Xintong

GXT-HKComposed of professional teams from mainland China and Hong Kong,Focus on providing global company registration、Financial license application、Bank account opening、One-stop cross-border services such as tax financial planning and compliance consulting,Core covers Hong Kong MSO license、Hong Kong Insurance Brokers and Hong Kong Money Lenders Licenses、US MSB license、Hong Kong 149 license、9license plate,Helping enterprises to go overseas efficiently and compliantly,Steady global layout。

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Lin Zixuan

Owned by Mr. Lin Zixuan 15 year securities、Asset management and investment banking experience,Served as senior compliance officer in several licensed financial institutions。He is well versed in the Hong Kong Securities and Futures Commission (SFC) regulatory requirements,Successfully dominated the SFC 1st 1、4、9 Application and annual maintenance of licenses (including RO licenses for legal persons and individuals)。He is particularly skilled in developing and enforcing financial resource rules (FRR)、internal control system,as well as ensuring that the company is fully compliant with the SFC’s requirements in terms of customer vetting (KYC) and anti-money laundering (AML/CFT),To meet strict regulatory compliance standards。

Areas of expertise:SFC license (Type 1, 4, 9) Application and maintenance、RO/MIC Approval、internal control system、Client Asset Rules (FRR)、KYC/Anti-Money Laundering Policy

Previous institutions:international investment bank、Licensed securities trading company、asset management company

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