Trust Companies
A person who carries on a trust or company service business in Hong Kong is required to apply for a licence.
If a company acts as the trustee for a trust, charges for the service and publicises the service, the company needs to obtain a licence.
Objects
The objects of a trust company set out in its articles of association may be some or all of the following —
(a) to accept and execute the offices of executor, administrator, trustee, receiver, receiver and manager, assignee, liquidator, guardian of the property of infants, committee of the estates of lunatics, or other like office of a fiduciary nature;
(b) to act as attorney or agent for the collection, receipt and payment of money and for winding up estates and for the sale or purchase of any movable or immovable property;
(c) to act as agent for the management and control of movable and immovable property for and on behalf of the owners thereof or for or on behalf of executors, administrators or trustees;
(d) to act as investing and financial agent for and on behalf of executors, administrators, and trustees or any other persons whatsoever and to receive money in trust for investment and to allow interest thereon until invested; and to undertake for and on behalf of executors, administrators and trustees or any other persons whatsoever the negotiation of loans of all descriptions and the procuring and lending of money on the security of any description of property immovable or movable or without taking any security on such terms as may be arranged, and to advance and lend moneys to protect any estate, trust or property entrusted to the company as aforesaid and to charge interest upon any such advances:
Provided that nothing herein contained shall be held either to restrict or extend the powers of the company as trustee or agent under the terms of any trust or agency that may be conferred upon it;
(e) to take securities of such nature as are deemed expedient for any moneys owing to the company;
(f) to be the custodian on such terms as are agreed upon of any moneys, securities, jewellery, plate or other valuable property and of papers, documents, deeds, wills, debentures and other evidence of title or indebtedness;
(g) to receive and manage any sinking, redemption, guarantee or any other special fund or deposit and to act as agent for countersigning, registering or otherwise ascertaining and certifying to the genuineness of any issue of shares, stocks, bonds, debentures or other securities for money of any government, municipal or other corporate body or of any association, whether incorporated or not, duly authorized to issue and make such issue and to hold any such securities as agent or trustee and to act generally as agent for any such government, municipal or corporate body or association;
(h) to acquire and hold immovable property for the actual use and occupation of the company or any of its officers and servants and to erect, construct, enlarge, alter and maintain any buildings necessary or convenient for the said purposes and to sell or otherwise dispose of any such immovable property if not required for the said purposes;
(i) to hold land which having been mortgaged to the company is acquired by it for the protection of its investments; and from time to time sell, mortgage, lease or otherwise dispose thereof;
(j) to deposit the moneys of the company not immediately required with any bank or banks at interest until such moneys can be more permanently invested and to invest the moneys of the company;
(k) to borrow moneys and secure the repayment thereof with interest;
(l) to receive and collect such remuneration for its services as is agreed upon or as fixed or allowed from time to time by law and all usual and customary charges, costs and expenses;
(m) to support and subscribe to any charitable or public object and any institution, society or club which may be for the benefit of the company or its employees or may be connected with any town or place where the company carries on business; to give pensions, gratuities or charitable aid to any person or persons who may serve or have served the company or to the wives, children or other relatives of such persons; to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the company:
Provided that no such subscription, gift, payment or contribution shall be given or made, except out of profits of the company available for distribution as dividend;
(n) to acquire and undertake the whole or any part of the business of any person or company of a like nature to any business which a trust company is authorized to carry on and in consideration for such acquisition to undertake all or any of the liabilities of such person or company and to issue shares to such person or company;
(o) to do all such other things as are incidental or conducive to the attainment of the before mentioned objects or any of them;
(p) to carry out all or any of the objects aforesaid either within or outside Hong Kong and by or through trustees, agents or otherwise and either alone or in conjunction with others.
Application
Any limited company, which is incorporated in Hong Kong, may apply in writing to the Registrar of Companies to be registered as a trust company under Part 8 of the Trustee Ordinance (Cap. 29).
The company should fulfill the following requirements:
(a) the issued share capital of the company is not less than HK$3,000,000. No member of a trust company shall at any time hold shares in the capital of the company to an amount exceeding one-fifth of the issued capital of the company for the time being (except where the trust company is a subsidiary of a bank;
(b) at least HK$3,000,000 of the issued share capital is bona fide fully paid up for a cash consideration (a director’s written confirmation is required);
(c) the board of directors has been duly appointed in accordance with the articles of association of the company (the company shall have at least two directors);
(d) the company has either: –
(i) deposited in the name of the Director of Accounting Services (“DAS”) (i.e. “Director of Accounting Services for account of (name of the intended trust company)”) with an authorized institution a sum not less than HK$1,500,000 and lodged a receipt issued by the authorized institution for that amount with the DAS;
(ii) deposited in the name of the DAS with a finance company that is a subsidiary of a bank a sum not less than HK$1,500,000 and lodged a receipt issued by the finance company for that amount with the DAS; or
(iii) deposited with the DAS a guarantee, in terms acceptable to the DAS, from a bank. The executed Deed should be sent to the DAS together with the following documents to prove due execution:
- a certified true copy of the Articles of Association of the bank under which the subject Deed is duly executed; and
- where applicable, a certified true copy of the authorization, e.g. Power of Attorney or any other instrument under which the bank authorized a specified director, officer or person to execute the Deed on its behalf;
and
(e) the company is able to meet its obligations, apart from its liability to its shareholders, without taking into account the sum deposited (a director’s written confirmation is required).
How Long it Takes
A Certificate of Registration as a Trust Company (“the Certificate”) will normally be issued by the Companies Registry within 10 working days after receipt of the application or after receipt of the confirmation from the DAS on the deposit made by the company, whichever is the later.
Fees
The fees are as follows:
(a) an application fee of HK$11,250; and
(b) a fee of HK$840 for the issue of the certificate of registration. If the application is unsuccessful, an application for refund of the HK$840 may be made.
Connect with Bestar
Bestar is a licensed trust and company service provider. For further information, please contact Bestar.
