Open-ended Fund Companies (OFCs) - Registration Process

Open-ended Fund Companies (OFCs) - Registration Process

The Securities and Futures Commission (SFC) in Hong Kong, is implementing a streamlined process for the registration, incorporation, and business registration of Open-ended Fund Companies (OFCs).

This new approach ensures direct interaction solely with the SFC, simplifying the registration process for prospective OFC operators. Once the SFC completes the registration of an OFC, it notifies the Companies Registry (CR), which then issues a certificate of incorporation. Concurrently, business registration with the Inland Revenue Department (IRD) follows a similar streamlined procedure.

Key Requirements:

  1. OFC Name: An OFC's name must adhere to specific criteria: a. It must end with "open-ended fund company" or "OFC." b. It must not duplicate an existing OFC name. c. It must not be misleading or inappropriate.

  2. Instrument of Incorporation: According to Part IVA of the Securities and Futures Ordinance (SFO), an OFC must have an instrument of incorporation detailing: a. The company name. b. A statement indicating the company's registered office in Hong Kong. c. The company's objectives. d. Provisions regarding the types of assets the company will invest in. e. Statements affirming the OFC's characteristics, such as variable share capital and limited shareholder liability.

Incorporation Process:

  1. Registration of the OFC by the SFC.
  2. Issuance of a Certificate of Incorporation by the Companies Registry.
  3. Issuance of a Business Registration Certificate by the Companies Registry on behalf of the IRD.

Required Documents for OFC Registration:

  • Completed Application Form.
  • Information Checklist.
  • Copy of the instrument of incorporation signed by proposed directors.
  • Additional documents as per the Information Checklist.
  • Payment, typically in the form of a cheque payable to the "Securities and Futures Commission," covering registration or authorization fees.

By adopting this streamlined process, the SFC aims to facilitate the establishment of OFCs while ensuring compliance with regulatory standards.

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