Hong Kong Securities and Futures Commission (SFC) Type 2 Regulated Activities License

Hong Kong Securities and Futures Commission (SFC) Type 2 Regulated Activities License

Hong Kong Securities and Futures Commission Type 2 regulated activities:Futures contract trading

Unless a statutory exemption applies,Operating Type 2 "futures contract trading" in Hong Kong usually requires a SFC license。Specific scope、financial resources、Responsible person、Trading and Settlement、margin、Client equity and cross-border promotion requirements depend on actual business。This page explains the application and ongoing responsibilities in accordance with public legislation and SFC guidelines.,Not considering consultant experience、Fees or time limits are written as a guarantee of approval。

Release time:Content has been reviewed
Guo Zijian
Guo Zijian Core Compliance Team
Served:Legal Department of Hong Kong’s leading Chinese securities firm & International Asset Management Company
permanent residence:Hongkong Experience:14 Year
Expertise in compliance areas:SFC 1/4/9 license plate application、RO matching、Securities mergers and acquisitions、Preparation of internal control manual。
personal note:Guo Zijian:Owned in traditional securities and asset management fields 14 years of experience。He once worked in the legal and compliance department of a well-known Chinese securities firm in Hong Kong,Fully responsible for SFC (Securities and Futures Commission of Hong Kong) No. 1、4Application for No. 9 and No. 9 licenses、RO (Responsible Officer) Recruitment and Compliance M&A。He is well versed in the Securities and Futures Ordinance,Specialized in preparing strict internal control and compliance manuals for securities firms and asset management companies,Ensure that the business model fully complies with the requirements of the Securities Regulatory Commission。
Familiar with the regulatory application process
Professional compliance team
Standardized compliance process
Multi-jurisdictional services

1. Type 2 License (Futures Contract Trading) Statutory Business Scope

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Index and commodity futures trading

May trade or execute futures contracts as defined in the Securities and Futures Ordinance for clients within the scope and conditions of the license。Overseas products、Commodity derivatives and trading venue arrangements must confirm their legal nature and cross-border rules on a case-by-case basis。

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Futures Brokerage Services

Can accept and execute futures trading orders as an agent within the scope of approval。Settlement、The holding and management of client assets and margin must also comply with exchange or settlement arrangements、Client Asset Rules、Financial resources and internal control requirements。

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Principal trading and market making

Acquired as principal、Dealing with or entering into futures contracts may be a Category 2 activity。market making、Are OTC derivatives or other liquidity arrangements in scope?,Must be defined by contract、trading place、Counterparty and applicable exemption case analysis。

Bitcoin and virtual asset futures

Are derivatives related to virtual assets considered “futures contracts”?,Subject to product terms、Judgment on the definition of trading venues and the Securities and Futures Ordinance。If the actual business constitutes Category 2 activities,Applicants must also check the China Securities Regulatory Commission’s regulations on virtual asset products.、client、Current requirements for distribution and risk control。

2. Core statutory [conditions] for applying for SFC No. 2 license

1. Qualifications of legal entities:The applicant must usually be a company established in Hong Kong,Or a non-Hong Kong company registered under the Companies Ordinance,and prove its control architecture、manage、personnel、Premises and recording arrangements available for effective supervision by the SFC。

2. Responsible person (RO):Category 2 activities usually require at least two approved responsible persons,At least one of them shall be an executive director,And there must be at least one responsible person available to supervise the business at all times。Educational qualifications、Industry qualifications、Relevant experience、Management experience、Exams and exemptions are assessed based on individual background,It is not a unified choice of "five years of experience or certificate"。

3. fit and proper person (Fit and Proper):In good faith, the China Securities Regulatory Commission、Competence、Financial soundness and past regulatory or criminal matters review of the applicant corporation、Responsible person、Licensed representatives and other relevant persons,and review the equity arrangements of directors and major shareholders。Relevant matters must be disclosed truthfully,Comprehensive evaluation by the China Securities Regulatory Commission。

4. Business structure and risk control:The company's business structure must be good,Have a sound internal control system,Be able to reasonably and effectively deal with high leverage risks and crises in the futures business operation process。

3. Statutory [capital threshold] for applying for No. 2 license

Institutional business types and restrictions Minimum paid-up share capital (Paid-up Capital) minimum working capital (Liquid Capital)
Approved introducing agent、traders、Futures non-cleared dealer not applicable (No hard capital injection requirements) $500,000 Hong Kong dollar
Other situations (futures merchants who can generally hold client assets) $5,000,000 Hong Kong dollar $3,000,000 Hong Kong dollar

illustrate:The above thresholds must be checked together with the license conditions and combined activities。Business plans and financial forecasts should demonstrate that resources are commensurate with the business,However, the Securities Regulatory Commission does not uniformly stipulate additional reserves for "first half-year expenses" for all applications in the rules quoted on this page.。

香港SFC 2号牌照 期货合约交易
Hong Kong SFC License No. 2 Futures Contract Trading

4. Type 2 License Application and Transactions in Control of Licensed Corporations

[Path A] Apply directly to the China Securities Regulatory Commission

1. preparation:Confirm business、main body、control architecture、Responsible person、financial resources、Trading and Settlement、margin、Client Assets and Internal Control。
2. submit:Submit applicable forms and supporting documents through WINGS and pay the current fee。
3. review:The China Securities Regulatory Commission will evaluate each case and may require supplementary documents or explanations.。
4. Decide:The SFC independently decides whether to issue a license and whether to impose conditions。

【Path B】Acquisition of a licensed corporation or its controlling entity

1. Due diligence:Check license conditions、customer assets、Historical transactions、supervision、finance、Tax and systemic risk。
2. control approval:A person who intends to become or increase a substantial shareholder's interest in a licensed corporation is usually required to obtain prior approval from the SFC in accordance with Section 132 of the Securities and Futures Ordinance。
3. Closing and Ongoing Liability:Approval does not mean re-licensing;Responsible personnel must still be maintained after closing、financial resources、Internal control and applicable reporting。

5. Type 2 application and transaction support provided by Hong Kong Huitong

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Assistance in direct application for license services

Can assist directors and management structure information within the agreed scope、business plan、Operational and internal control documents、AML/CFT Process and WINGS Application Preparation,and assist in sorting out responses to regulatory inquiries。Applicants and management must confirm the materials and perform their duties in person,Consultants cannot provide full authority to answer questions or guarantee approval.。

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Assist in the acquisition of existing license services

Can assist in organizing subject information according to agreed scope、transaction coordination,and arrange for independent lawyers、Accountant or tax advisor to conduct due diligence and documentation。No subject is guaranteed to be “clean” in advance;control approval、bank account、Taxation and company registration matters are handled independently by the corresponding authorities and professionals.。

6. Key licensing [exemption] situations under the Securities and Futures Ordinance

incidental exemption:Type 5 or Type 9 activities carried out by Type 2 licensed corporations,If it is completely incidental to its futures contract trading business and meets the conditions of the Securities and Futures Ordinance,There may be no need to obtain corresponding licenses。Whether it is "completely incidental" must be charged、Judgment of authority and actual process。

Exemptions related to professional investors:Transacting as a principal with professional investors in futures contracts on non-recognized futures markets,Exemptions may apply where all statutory conditions are met。Professional investor status itself is not a universal exemption for all futures businesses。

Group member companies exempt:Providing relevant advice or asset management services only to qualified wholly-owned group members,and when legal conditions of use and relationship are met,Category 5 or 9 exemptions may apply;Category 2 trading business for customers outside the group cannot be exempted on this basis。

Authorized Financial Institution Registration Mechanism:When banks and other authorized financial institutions intend to engage in Category 2 activities,Not licensed as a licensed corporation,It must be registered as a registered institution by the Hong Kong Monetary Authority as the frontline regulator and the Securities and Futures Commission.;This is not a simple filing。

7. Hong Kong No. 2 Financial License Core Legal Questions and Answers (FAQ)

1. What is a Hong Kong SFC Type 2 regulated activity license?+

Type 2 license is the "futures contract trading" license,Allow licensed corporations to provide index futures to customers、Commodity futures trading and brokerage services,or enter into as principal、Acquire or dispose of futures contracts。

2. What are the core [conditions] for applying for a No. 2 license?+

Core conditions include eligible applicants、Financial resources consistent with license conditions、Covered by at least two responsible persons、Fit and proper,and transactions、Settlement、Internal control of margin and client asset risk commensurate。There is no uniform “five years’ experience” threshold for responsible persons。

3. On [Funding Conditions],What is the difference between an approved introducing agent and a general futures dealer?+

Approved introducing agent、A trader or applicable futures non-cleared dealer may not set a minimum paid-up share capital under certain conditions,and maintain a minimum liquid capital of HK$500,000;Other general type 2 businesses usually require HK$5 million in paid-up capital and HK$3 million in liquid capital.。Ultimately, the license conditions and current rules shall prevail.。

4. Our platform provides Bitcoin futures trading,Do I need to apply for No. 2 plate?+

Whether a Type 2 license is required depends on whether the product is a statutory "futures contract"、Whether the business is operated in Hong Kong or actively promoted to the Hong Kong public,and whether exemptions apply。One cannot draw a unified conclusion just based on the name “Bitcoin Futures”。

5. Obtained license number 2,Do I still need to apply separately for No. 5 license (to provide advice on futures)?+

If Type 5 opinions are completely incidental to Type 2 futures trading business and meet all statutory conditions,Incidental exemptions may apply。If opinions are charged separately、Promote alone or exceed the needs of transaction business,Category 5 license still needs to be assessed。

6. What is the [process] and time-consuming process of directly applying for a license?+

Direct application usually includes business and structural preparation、WINGSsubmit、SFC Integrity and Substantive Review、Supplements or inquiries and final decision。Actual time depends on material、business、People and Regulatory Inquiries,The SFC does not guarantee completion or approval within 6 to 8 months。

7. What is the [process] for acquiring an existing licensed company?+

Transactions typically include due diligence on the underlying、transaction documents、Securities Regulatory Commission’s prior approval and delivery of major shareholders’ interests。Approval and transaction times depend on architecture、buyer、historical risk、Supplements and other conditions,Cannot preset 3 to 6 months。

8. Apply to Hong Kong Huitong as an agent,[Services and Fees] What content does it include?+

Hong Kong Huitong can assist in managing the structure according to the contract、business plan、internal control、AML/CFT and application information,and help organize responses to inquiries。Actual costs and scope are subject to written quotation;Applicants are responsible for materials and responses,The consultant cannot answer all questions for you。

9. Find Hong Kong Huitong to assist with M&A,[Services and Fees] What content does it include?+

Can assist with transaction coordination and independent legal arrangements per contract、Financial or tax professional services。target match、due diligence conclusion、China Securities Regulatory Commission approval、Banking and tax matters are decided independently by the relevant parties,The specific scope and cost must be confirmed in writing。

10. Can futures transactions only with "professional investors" (PI) be exempted from licensing?+

as principal、When all legal conditions such as futures contracts on non-recognized futures markets and trading only with professional investors that meet the definition are met.,Exemptions may apply。Must be checked item by item,Professional investor status cannot be treated as a general exemption。

11. What are the “Fit and Proper” criteria required by the Securities and Futures Commission?+

The SFC will assess the financial soundness of relevant parties、Competence、Character, integrity and past regulatory or criminal matters。Any matter must be disclosed truthfully and comprehensively judged by the Securities Regulatory Commission,It cannot be presupposed that certain types of records will be “directly rejected”。

12. What are the specific requirements for a responsible officer (RO) to apply for a Type 2 license?+

Category 2 activities usually require at least two responsible persons,At least one of them shall be an executive director,And there must be at least one responsible person available to supervise the business at all times。experience、管理能力、Industry qualifications、local regulatory knowledge、Exams and exemptions are assessed based on individual background,The conditions for staying in Hong Kong for five years or for a full period are not unified。

13. Banks (authorized financial institutions) conduct futures trading,Do I also need to apply for a license from SFC?+

No need to "deal",But you must "register"。Banks and other institutions are regulated by the Hong Kong Monetary Authority (HKMA),When engaging in Category 2 activities, you need to become a "registered institution" of SFC in accordance with the law.,Its key personnel must be listed in the HKMA’s register。

14. After being granted a license, a licensed corporation,What are the ongoing financial [obligations]?+

Licensed corporations must continue to maintain financial resources and submit required reports in accordance with applicable categories and license conditions。Declaration frequency、Opening forecast and additional funding arrangements must be confirmed in accordance with current financial resource rules and SFC case requirements,It cannot be summarized into the first six months and monthly declarations.。

15. Our company is registered overseas,But promoting futures services to Hong Kong citizens online,Do I need to get a license?+

Section 115 of the Securities and Futures Ordinance enables active promotion from outside Hong Kong to the Hong Kong public、The provision of services that would constitute regulated activities in Hong Kong is included in the scope of licensing。Does it constitute active promotion?、Services and whether exemptions apply must be analyzed on a case-by-case basis。

8. Hong Kong Securities and Futures Commission Type 123457 License-Application Case

香港证监会第123457类牌照
Hong Kong Securities and Futures Commission Type 123457 license

9. 2Office and operational arrangements in license application

When applying for Hong Kong SFC Type 2 license,office space、Trading and risk management system、Record keeping and personnel responsibilities should support the proposed business of trading futures contracts.;Virtual addresses or arrangements that fail to account for actual operations will increase scrutiny questions。

The office itself is not a separate list of licensing conditions。Applicants still need to combine with the responsible person、financial resources、internal control、Customer Assets and Business Continuity Arrangements,Prepare materials in accordance with the current SFC forms and guidelines。

10. Relevant regulations、Regulatory information and further reading

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