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Approvals and notifications required in relation to transfers of shares of a licensed corporation in Hong Kong

Approvals and notifications required  in relation to transfers of shares of  a licensed corporation in Hong Kong

2. Changes that require notification to the SFC

Section 135 of the SFO and Parts 1 to 3 of Schedule 1 of the Information Rules set out the events which are required to be notified by the relevant licensed persons to the SFC.

  1. Change in share capital or shareholding structure

    A licensed corporation and its associated entities are required to notify the SFC of any change in share capital or shareholding structure within 7 business days.

    (An “associated entity”, in relation to a licensed corporation, means a company, or a non-Hong Kong company complying with the provisions of Part XI of the Companies Ordinance (Cap 32 of the laws of Hong Kong) relating to the registration of documents, which:

    1. is in a controlling entity relationship with the licensed corporation; and
    2. receives or holds in Hong Kong client assets of the licensed corporation.)

    Procedures for notifying the SFC in relation to change in share capital or shareholding structure

    In relation to a change in the share capital or shareholding structure of a licensed corporation, a licensed corporation is required to submit Form 5 (Notification – Licensed Corporation, Registered Institution, Licensed Representative and Substantial Shareholder) within 7 business days.

    In relation to a change in the share capital or shareholding structure of an associated entity, the relevant associated entity is required to submit Form 6 (Notification – Associated Entity) within 7 business days.

  2. Becoming or ceasing to be a director of a licensed corporation in Hong Kong

    Under section 135(6) of the SFO, where a person becomes or ceases to be a director of a licensed corporation, both the person and the licensed corporation must notify the SFC in writing of the name and address of the person and of the nature of the position which he occupies or has ceased to occupy (as the case may be) within 7 business days.

    Procedures for notifying the SFC in relation to becoming or ceasing to be a director of a licensed corporation in Hong Kong

    In relation to a change of director or his particulars of a licensed corporation, the relevant licensed corporation should submit Form 5 (Notification – Licensed Corporation, Registered Institution, Licensed Representative and Substantial Shareholder) within 7 business days.

    In relation to a change of director or his particulars of an associated entity, the relevant associated entity should submit Form 6 (Notification – Associated Entity) within 7 business days.

  3. Ceasing to act as a responsible officer

    Where a person ceases to act as a responsible officer of a licensed corporation, such person and the licensed corporation are required to notify the SFC within 7 business days.

    Procedures for notifying the SFC in relation to ceasing to act as a responsible officer

    Notification of a person ceasing to act as a responsible officer should be given by submitting Form 5 within 7 business days.

  4. Ceasing to act as a licensed representative

    Where a person ceases to act as a licensed representative of a licensed corporation, such person and the licensed corporation are required to notify the SFC within 7 business days.

    Procedures for notifying the SFC in relation to ceasing to act as a licensed representative

    The licensed representative and the licensed corporation should submit Form 5 (Notification – Licensed Corporation, Registered Institution, Licensed Representative and Substantial Shareholder) to the SFC within 7 business days.

  5. Change of name

    When there is change of name of a licensed corporation or its0 associated entity, the licensed corporation or the associated entity (as the case may be) is required to notify the SFC within 7 business days.

    Procedures for notifying the SFC in relation to ceasing to act as a licensed representative

    The licensed representative should submit Form 5 (Notification – Licensed Corporation, Registered Institution, Licensed Representative and Substantial Shareholder) and the associated entity should submit Form 6 (Notification – Associated Entity) to the SFC within 7 business days. An application fee of HK$200 is payable for the grant of a new licence or certificate of registration as a result of the change in name.

  6. Other matters requiring notification to be made to the SFC

    Examples of other matters that require notification to the SFC (non-exhaustive) are set out in Schedule 3 hereto.

Skills

Posted on

2009-06-03