Hong Kong Securities and Futures Commission License (SFC) Application

Can，However, it is necessary to prove that the Hong Kong licensed corporation has real management and control capabilities (RO/MIC performance、Physical office and operational arrangements、Key decisions leave traces)。Cross-border division of labor and outsourcing require clear boundaries of responsibilities、Regulatory visibility and auditable evidence。

Not necessarily。Whether a license is required depends on whether it constitutes a regulated activity under the SFO，rather than customer type。PI-related arrangements often impact suitability and sales process requirements，However, it does not automatically exempt you from licensing obligations.。

A： In accordance with relevant regulatory requirements in Hong Kong，Any company carrying out regulated financial activities in Hong Kong，All must apply for the corresponding regulated activity license from the Hong Kong Securities and Futures Commission (SFC) 。

Hong Kong’s financial services industry is segmented into different business types，Corresponds to 10 mainstream market access licenses (Category 1 to Category 10)，Covers securities transactions、Futures contract trading、Leveraged Forex Trading、Advise on securities、Institutional Financing Consulting、Asset management, etc. 。

A： This is the most popular “golden combination” of asset management and wealth management in the industry 。

1The license plate is "Securities Trading"，Allows stocks to be offered to clients、bond、Fund trading and brokerage services ；
4The license plate is "Advising on Securities"，Allowed to provide clients with securities investment advice and publish research reports ；
9The license plate is "Providing Asset Management"，Allows management of investment portfolios and funds for clients on a discretionary basis 。

The linkage of the three brands can form a complete financial service ecological closed loop from "transaction + consulting + asset management" 。

A： The main difference is whether "client assets are held"。

Small 9 license plate cannot hold client assets (funds are transferred into independent fund raising/custody accounts)，Suitable for most institutions doing private equity funds，Because there is no minimum paid-in capital limit，Only HKD100,000 in liquid capital is required 。

Big 9 license plate can hold customer assets，Customer funds can be directly transferred to the company account for unified management，But the financial threshold is extremely high，It is required to maintain at least HKD 5 million in paid-in capital and HKD 3 million in liquid capital all year round. 。

A： The applicant must be a limited company incorporated in Hong Kong in accordance with the Companies Ordinance，Or a non-Hong Kong company (overseas company branch) registered with the Hong Kong Companies Registry 。

Enterprises that do not have independent legal personality (such as partnerships and sole proprietorships) or overseas companies that are not registered in Hong Kong cannot apply. 。

A： The SFC’s funding requirements depend on the type of license and whether client assets are held。For example，If you do not hold the No. 4 plate of client assets、5Number plate or number plate，No minimum paid-in capital requirement，Minimum liquid capital needs to be maintained at HK$100,000 。

If you apply for No. 1 or No. 9 license plates holding client assets，The minimum paid-up share capital is HK$5 million.，Minimum liquid capital is HKD 3 million 。

A： Absolutely not。

All SFC licensed institutions must comply with the Securities and Futures (Financial Resources) Rules (FRR Rules) 。
The company must maintain its paid-up share capital and liquid capital at no less than the statutory minimum amount at all times 。
Licensed companies are required to submit financial resource declarations to the SFC monthly or semi-annually.，Once funds are insufficient，May be suspended from supervision 。

A： Must rent a real Hong Kong physical office address (usually a Grade A office building)，Absolutely no virtual offices 。

Business premises must be safe、suitable，Equipped with adequate information technology systems and business continuity planning，And the Securities and Futures Commission (SFC) reserves the right to conduct on-site inspections，Core business and compliance records must be accessible in Hong Kong 。

A： RO (Responsible Officer) is approved by SFC、Approved officer responsible for direct supervision of the day-to-day regulated activities of a licensed corporation 。

For each type of regulated activity applied for，At least two Responsible Officers (ROs) must be appointed to directly oversee the relevant activities 。

A： The Securities and Futures Commission requires each type of regulated activity to have at least one RO who can supervise the relevant business at all times.，And at least one RO must be an executive director of the company 。

As long as the executive director is able to oversee the business satisfactorily，Can live outside Hong Kong，However, the Securities and Futures Commission will assess whether he is competent based on his frequency of visits to Hong Kong and internal control systems. 。
Normally，At least one RO must be resident in Hong Kong。

A： The proposed RO must have relevant academic qualifications (such as economics、Finance or law degree)，and have at least 3 years of relevant industry experience in the 6 years immediately preceding the application date，You also need to have at least two years of management experience 。

also，Must pass the relevant qualification examination (such as Paper) of the Hong Kong Securities and Investment Institute (HKSI) 1，To apply for No. 9 plate, Paper 6 or 12, etc. are also required) 。

A： SFC adopts a zero-tolerance attitude towards "nominal ROs" 。SFC does not allow the behavior of "Renting RO"，RO must be an "insider" in the business，Substantive involvement is required 。

If RO doesn’t know everything about the business，Will be considered a serious violation during an interview or on-site inspection 。Port communication：For companies applying for SFC licenses，Recruiting formal RO。

A： Can。As long as the appointee is a "fit and proper person"，Can meet the competency requirements of SFC，And the relevant arrangements will not cause role conflicts，The same person can be appointed as the responsible officer (RO) for more than one type of regulated activity 。

This is also a common strategy for organizations to save personnel costs when jointly applying for licenses.。

A： The complete end-to-end process from preparation to approval is typically expected to take 6-12 months 。

in，Preparatory stage (company registration、Recruitment、Business plan and compliance manual writing) about 2-4 months；
The SFC review interaction time after submission is usually 3-6 months；It will take about 1-2 months to finally obtain Approval in Principle (AIP) and meet the conditions for licensing. 。

A： There is a certain risk of rejection。The core of SFC review is the principle of "Fit and Proper" 。

The China Securities Regulatory Commission will assess the applicant’s financial status and solvency、Academic qualifications、Ability to conduct business honestly and fairly、Strict review of reputation and character，And all major shareholders and core executives are required to pass background checks (including no criminal and bankruptcy records) 。

The risk management implementation capability of the business plan is also a core review point 。

A： Can。The advantage of acquiring an existing licensed company (buying a shell) is that it can quickly enter the market，The processing cycle is short (about 3-6 months) 。

But the disadvantage is that the acquisition cost (premium) is higher，And extremely rigorous due diligence (DD) is required to eliminate historical compliance risks and potential liabilities.，At the same time, the acquisition of the majority shareholder's equity still requires a change of control application to be submitted to the SFC and accepted for approval. 。

A： SFC’s official fee is one-time and non-refundable。

Take a licensed corporation as an example，The application fee is HK$4,740 per type of regulated activity；The application fee for RO approval is HKD 2,950 per person；The application fee for Licensed Representative (LR) is HK$1,790 per person 。You will also need to pay an annual license fee of the same amount each year thereafter. 。

A： The original traditional license plate cannot be used directly。If you wish to engage in trading of security tokens (STOs) or provide virtual asset portfolio management，You must apply to SFC for VA business upgrade 。A dedicated VA asset custody system is required、Cyber ​​security measures，And there must be a responsible person with direct VA related experience in the RO team. 。Trading platforms for non-security tokens also need to apply for an additional VASP license. 。

A： SFC currently adopts a "pragmatic approach"。The ideal is a "traditional compliance RO" + A combination of virtual asset background RO" 。

If the RO only has traditional securities experience but no VA experience，The SFC may only approve licenses with "non-sole" conditions，i.e. must work under the supervision of another RO with sufficient VA experience 。

A： Approval is just the starting point。Licensed institutions must continue to fulfill compliance obligations，include：Maintain adequate capital in compliance with FRR rules and submit financial returns monthly/half-yearly；
Undergo regular annual audits and submit financial statements；Keep relevant transaction records for at least 7 years；
Provide regular continuing professional training (CPT) to employees；And promptly report to SFC when there are major changes in core personnel or business 。

A： SFC license application involves highly specialized laws、Financial and Compliance Requirements。We-Hong Kong Xintong;Provide "turnkey" level one-stop service：Assist in setting up company structure、Lease office space、We will accurately recruit RO and compliance specialists who meet SFC requirements for you.，Senior compliance experts will write customized business plans and AML (anti-money laundering) internal control manuals for you.，Full authority to respond to multiple rounds of rigorous inquiries from SFC，Significantly reduce trial and error costs and rejection risks，Shorten your licensing cycle 。

A： With the implementation of Hong Kong’s virtual asset regulatory policy，Operating a compliant centralized cryptocurrency exchange must comply with the dual licensing regulatory system 。

For transaction matching involving security tokens (STOs)，Requires License No. 1 (securities trading) and License No. 7 (providing automated trading services) under the Securities and Futures Ordinance 。
For transactions in non-security tokens，A VASP (Virtual Asset Service Provider) license under the Anti-Money Laundering Ordinance is required 。The China Securities Regulatory Commission requires platforms to apply for these three licenses at the same time to obtain dual licensing authorization.，Avoid the risk of violations caused by changes in token attributes 。

A： Hong Kong’s No. 6 license plate is equivalent to the investment banking business of domestic securities firms.，Mainly acts as sponsor for initial public offerings (IPOs) for listing applicants.，or corporate mergers and acquisitions、Advising on restructuring and Listing Rules compliance matters 。

If your institution wants to serve as an IPO sponsor，Whether or not client assets are held，The minimum paid-in share capital requirement is up to HK$10 million，Liquid capital needs to be maintained at HKD 3 million or HKD 100,000 (depending on whether client assets are held) 。

A： You need to apply for Hong Kong License No. 2 (Futures Contract Trading) 。This license allows you to provide clients with trading and brokerage services in index or commodity futures 。

If your institution does not hold client assets (e.g. Approved Introducing Agent)，Liquid capital is only HK$500,000；If you need to hold client assets，It requires HK$5 million in paid-in capital and HK$3 million in liquid capital. 。

A： "Collateral exemption" is a mechanism established by the Securities and Futures Commission to avoid duplication of business。If you already hold No. 1 license (securities trading)，And provide relevant investment advice "incidentally" when executing securities transactions for clients，On the premise of strictly meeting the exemption conditions of the China Securities Regulatory Commission，It may not be necessary to apply for a separate No. 4 license (providing advice on securities) 。

Same reason，9Licensees (asset management) that provide incidental advice when managing funds are also exempted 。

A： There is no compulsory license to set up a fund entity itself，However, if the fund’s investment portfolio involves “securities” as defined in Hong Kong’s Securities and Futures Ordinance，And the general partner (GP) or investment manager (IM) makes sole investment decisions on behalf of the fund in Hong Kong，The management institution must hold a No. 9 license (asset management) 。This is also the reason why many mainland private equity investors must first obtain the No. 9 license before going overseas.。

A： LR (licensed representative) is a grassroots practitioner who performs specific regulated business，All you need to do is pass the relevant HKSI Paper 1 exam and have basic experience. ；The RO (responsible person) is the direct manager and supervisory gatekeeper of the business.，Must have several years of direct industry experience、At least 2 years of management experience，and need to bear higher legal and compliance responsibilities 。

A： MIC (Managers-In-Charge) is responsible for eight core functions within a licensed corporation (such as overall management、Compliance、risk management、finance、Information technology, etc.) senior managers 。

SFC implements the MIC system to strengthen executive accountability，Regardless of whether MIC is located in Hong Kong or is a licensed person，As long as it has actual management rights over Hong Kong business，All are subject to SFC’s background check and fitness and fitness assessment. 。

A： Can。Nationality or possession of Hong Kong permanent resident status are not absolute barriers to becoming an RO 。However, the SFC requires that at least one RO for each type of regulated activity must be resident in Hong Kong to supervise the business at any time. 。

If mainland executives can prove that they have sufficient frequency of visits to Hong Kong、Effective cross-border communication and internal control systems，There is also a chance to be approved，However, in practice we recommend that organizations have at least one RO resident in Hong Kong. 。

A： The biggest risk in acquiring existing licenses is "historical baggage"。Our professional DD team will focus on investigating：Does the company have hidden debts or pending litigation?、Is there a record of outstanding warnings or fines from SFC?、Whether customer assets have been misappropriated、Is the existing RO team willing to stay?，And whether the tax declaration is clean 。Any item is tainted，will result in the SFC refusing to approve the change of controlling interest。

A： cannot。According to Section 132 of the Securities and Futures Ordinance，Anyone who wants to become a substantial shareholder of a licensed corporation，Prior application must be made to SFC and approved in writing 。The entire approval cycle for major shareholder changes usually takes 2-4 months 。during this period，Buyers cannot lawfully interfere with the regulated business of licensed companies。

A： really，Banks are extremely strict with KYC (due diligence) on financial institutions。As a senior agency, we，Have deep banking channel relationships。We will sort out the business logic for you in advance，Provide fund flow diagrams that meet the bank's anti-money laundering tastes、Compliance Manual and SFC Approval Letter，Big improvement at DBS、The success rate of opening a "securities settlement account" or "asset management operation account" at physical banks such as Standard Chartered。