Eltoma Corporate Services — Authorised Corporate Services Provider
Articles are provided for general informational purposes by an authorised corporate services provider and do not constitute legal advice.
For investors entering Hong Kong, company formation is often viewed as a practical administrative step. A Hong Kong company may be incorporated, provided with a registered office, supported by a company secretary and maintained through annual filings and statutory records. From the client’s perspective, these services may appear to be ordinary corporate administration.
Hong Kong law treats the matter more carefully. Certain trust and company services are regulated under the trust or company service provider licensing regime. Where a person provides specified trust or company services as a business in Hong Kong, a Trust or Company Service Provider licence, commonly known as a TCSP licence, may be required.
This article explains the licensing perimeter. It addresses who may need a TCSP licence, what services fall within the regulated scope, and why investors and professional advisers should pay attention to the licensing status of corporate service providers. It does not examine the fit and proper test or detailed anti-money laundering and counter-financing of terrorism obligations. Those topics are important, but they are best considered in separate articles.
A Hong Kong company is not only incorporated. It must then be administered.
A foreign investor or business owner may need several linked services: incorporation, registered office, company secretary, statutory filings, nominee arrangements, beneficial ownership support, bank account preparation and ongoing corporate administration. Some of these services fall within the TCSP licensing framework when they are provided as a business in Hong Kong.
For clients, this is more than a regulatory technicality. The person assisting with company formation or administration may control important parts of the company’s legal infrastructure. This may include the registered office, Companies Registry filings, company secretary arrangements and, in some cases, nominee or trustee services. These matters affect the company’s public record, due diligence profile and bankability.
The TCSP licensing regime is administered by the Registry for Trust and Company Service Providers under the Companies Registry. The statutory basis is the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, Cap. 615.
The regime commenced on 1 March 2018. Under the official guidance, a person who carries on a trust or company service business in Hong Kong without a licence commits an offence. The stated penalty may include a fine of HK$100,000 and imprisonment for six months.
The legal analysis therefore does not depend only on how a provider markets itself. A provider may call itself a consultant, adviser, company formation agent, secretarial provider or business support firm. The more important question is whether the provider is carrying on a trust or company service business in Hong Kong.
The licensing requirement applies where a person carries on, or wishes to carry on, a trust or company service business in Hong Kong. The official licensing guideline describes this as the business of providing, in Hong Kong, one or more specified trust or company services to other persons.
This creates three practical elements. First, the service must be provided as a business. Secondly, the service must be provided in Hong Kong. Thirdly, the service must be provided to other persons. These elements are important for cross-border groups, international advisory firms and professional practices assisting clients with Hong Kong structures.
The TCSP question is therefore not limited to whether the provider uses the title “TCSP”. The better questions are: what services are being provided, where are they being provided, and are they provided commercially to clients or other third parties?
The regulated services are broad. They include the formation of corporations or other legal persons. In practical terms, a provider that forms Hong Kong companies for clients as a business should consider the TCSP licensing position.
The regime also covers acting, or arranging for another person to act, as a director or secretary of a corporation, as a partner of a partnership, or in a similar position in relation to other legal persons. This is relevant where a provider supplies or arranges company secretary services, nominee director support or similar corporate office arrangements.
Another important regulated service is the provision of a registered office, business address, correspondence address or administrative address for a corporation, partnership, other legal person or legal arrangement. This is particularly relevant in Hong Kong because many foreign-owned companies require a Hong Kong registered office and local administrative contact.
The regulated services also include acting, or arranging for another person to act, as a trustee of an express trust or similar legal arrangement, and acting, or arranging for another person to act, as a nominee shareholder for a person other than a corporation whose securities are listed on a recognised stock market.
The licensing perimeter can be understood through practical examples.
A provider that forms Hong Kong companies for clients as a business is likely to be providing a regulated company service.
A firm that offers a package including incorporation, registered office and company secretary support should consider the TCSP licensing framework.
A provider that gives a Hong Kong address to companies as a registered office, correspondence address or administrative address may fall within the regulated scope where this is done as a business.
A person who acts as nominee shareholder, or arranges another person to act as nominee shareholder, should consider the TCSP regime carefully unless the relevant listed-company exclusion applies.
A professional adviser giving only legal or tax advice may not necessarily be providing a regulated TCSP service merely by advising. However, if the adviser also arranges incorporation, supplies a registered office, acts as company secretary or arranges nominees, the analysis changes.
This distinction is important for legal and tax professionals. Advisory work and regulated company services can sit close together in practice, but they should not be treated as the same thing.
The official guidance provides that certain persons are not required to apply for a TCSP licence from the Registrar. These include the Government, authorised institutions, certain licensed corporations carrying on such business as ancillary to their principal business, accounting professionals, legal professionals and any prescribed class or description.
This point should be handled carefully. An exemption from the requirement to apply to the Registrar for a TCSP licence does not necessarily mean that the person is outside all regulation. Legal and accounting professionals may be subject to their own professional rules and statutory obligations. Anti-money laundering obligations may also be relevant depending on the professional status of the provider, the structure through which the services are supplied and the nature of the work.
For clients, the practical issue is to understand whether the provider is licensed, exempt, or otherwise properly regulated to provide the services in question.
For a foreign investor, TCSP licensing should be viewed as part of the company’s regulatory infrastructure. A licensed or properly exempt provider is more likely to understand the statutory framework governing company formation, registered office services, company secretary arrangements and nominee services.
This matters because those services affect the company’s public record and may later be reviewed by banks, auditors, tax advisers, counterparties and regulators. A bank account application, beneficial ownership review or professional due diligence exercise may include questions about who maintains the company, who provides the registered office and who acts as company secretary.
The TCSP Registry maintains a public register of TCSP licensees. The register may be searched by name of licensee or licence number. For clients appointing a Hong Kong corporate services provider, checking the register can be a useful due diligence step.
Key point: Client protection point: where regulated services are being provided, the provider’s licensing or exemption status should be checked before the relationship begins, not after a bank or counterparty raises questions.
A TCSP licence is normally valid for three years. If a licensee wishes to continue carrying on a trust or company service business after expiry, an application for renewal should be made at least 60 days before the licence is due to expire.
Licence status should therefore not be checked only once at the beginning of the relationship. If a provider continues to administer the company over several years, its licensing position should remain current. If a licence expires before a new licence is granted, the person must cease carrying on the trust or company service business until a new licence is granted.
This article is deliberately limited to the licensing perimeter. It does not examine the fit and proper test, which applies to applicants and certain persons connected with the applicant. It also does not examine the detailed customer due diligence, record-keeping and anti-money laundering obligations imposed on TCSP licensees.
Those topics deserve separate treatment. The fit and proper test concerns who may operate or control a TCSP business. AML/CFT obligations concern how a licensed provider must identify clients, understand beneficial ownership, assess risk and keep records.
Hong Kong company services should not be treated as mere paperwork. Company formation, registered office provision, company secretary arrangements and nominee services may form part of a regulated service framework when provided as a business in Hong Kong.
For investors entering Hong Kong, the TCSP licence is not only a regulatory detail for the service provider. It is part of the legal infrastructure supporting the company’s formation and ongoing administration.
For legal and tax professionals, the practical point is to identify the boundary between advisory work and regulated company services. Where a provider forms companies, supplies registered office services, acts as or arranges company officers, or provides nominee arrangements, the TCSP licensing position should be considered at the outset.
A Hong Kong company should be incorporated and maintained through a properly regulated service environment. That is important not only for legal compliance, but also for bankability, beneficial ownership transparency and long-term corporate credibility.
A Hong Kong TCSP licence is a licence for a person carrying on a trust or company service business in Hong Kong. It is relevant where specified trust or company services are provided commercially to other persons.
A person may need a TCSP licence if they carry on, or wish to carry on, a trust or company service business in Hong Kong by providing one or more specified trust or company services to other persons.
Yes. Forming corporations or other legal persons for clients as a business is within the regulated service perimeter and should be checked against the TCSP licensing requirements.
Providing a registered office, business address, correspondence address or administrative address may be a regulated company service where it is supplied as a business in Hong Kong.
Yes. Checking whether the provider is licensed, exempt or otherwise properly regulated is a sensible due diligence step before using a Hong Kong corporate services provider.
The Registry for Trust and Company Service Providers maintains a public register that may be searched by licensee name or licence number.
A TCSP licence is normally valid for three years. A renewal application should be made at least 60 days before the licence is due to expire if the provider wishes to continue the business.
No. This article focuses on the licensing perimeter. The fit and proper test and detailed AML/CFT obligations should be considered separately.
Articles are provided for general informational purposes by an authorised corporate services provider and do not constitute legal advice.
Receive updates with practical insights on international business, law, tax, accounting, and compliance.
Be the first to hear about our latest discounts and special offers!
Follow our Telegram channel for offshore industry news:
Want updates by e-mail?
Enter your email address below to subscribe to our newsletter!