Hong Kong Trust & TCSP license transfer and sale information introduction
Introduction to the Sale and Transfer Information of Hong Kong Trust and TCSP License
Basic Information
License Type
Hong Kong TCSP License
Issued Area
Hong Kong
s
Hong Kong Companies Registry
Validity period
Continuously valid (annual review required)
price range
Negotiable
Licence Details
| Item | Details |
|---|---|
| License Type and Condition | Type 13 License (Trust or Company Service Provider, TCSP)
License Type 13 (Trust or Company Service Provider, TCSP) No restrictions, clean license No Conditions, Clean License |
| License Approval Date | 2022
Year 2022 |
| Company Address | Sheung Wan, Hong Kong |
| Office Rental Fee | HKD 0 (currently no rental office)
HKD 0 (Currently No Office Lease) |
| No. of Shareholders | 6 |
| No. of Service Staff | 5 |
| No. of Current Employees | 0 |
| No. of Dedicated Employees | 0 |
| Responsible Officer (RO) | 2 people
2 ROs |
| Director Before Sale | 1 people
1 Director |
| Registered Shareholder Before Sale | 1 people
1 Registered Shareholder |
| Total Monthly Expenses | HKD 0 (due to no rented office and no employees)
HKD 0 (Due to No Office Lease and No Employees) |
| Total Payroll | HKD 0 (no employees)
HKD 0 (No Employees) |
| Registered Capital | HKD 1,475,000 |
| Total Expenses | HKD 2,200,000 (including past operating expenses)
HKD 2,200,000 (Including Accumulated Operating Expenses) |
| Company Assets | HKD 3,300,000 |
| No. of Clients | 0 (Not in business)
0 (Not Yet Operational) |
| Main Business | Trust Services
Trust Service |
Hong Kong TCSP Trust License Acquisition Process and Timetable
| stage | TCSP | VASP | Combine (simultaneous acquisition) | 时间 | Main costs |
|---|---|---|---|---|---|
| Demand analysis and market search | – Confirm business needs (trust, company services)
- Search for licensed companies (search at tcsp.cr.gov.hk) – Evaluate financial and customer base |
– Confirm hosting business needs (cold/hot storage)
– Search for VASP licensed companies (search on sfc.hk) – Evaluate technology and banking relationships |
– Integrate TCSP and VASP requirements
– Prioritize VASP lock-in (scarce supply) |
1-2 months | Consultancy fee: HK$5-20 |
| due diligence | – Legal: license compliance, company charter
– Financial: No hidden debt – Operations: AML/CTF policies, CDD records |
– Legal: License compliance, no SFC penalties
– Finance: HK$500 million share capital, HK$300 million working capital – Operations: cold storage (98%), insurance, travel rules |
– Shared legal and financial due diligence
– Stricter technical review of VASP |
1-2 months | Due diligence fee: HK$10-30 |
| Negotiation and deal structuring | – Estimated value: HK$50-200 million
– Mainly equity acquisition – Notify the Companies Registry of changes in shareholders |
– Estimated value: HK$500-2000 million
– Equity acquisition, SFC approval of new shareholders – Confirmation of technology asset transfer |
– Unified negotiation, higher costs for VASPs
- Notify the Companies Registry and SFC simultaneously |
1-2 months | Transaction cost: TCSP HK$50-200 million
VASP HK$500 million - HK$2000 million |
| Regulatory Approvals and Changes | - Submit shareholder/director changes (costs several thousand Hong Kong dollars)
- Provide a clean criminal record and resume – Companies Registry Review |
– Submit shareholder/UBO/responsible officer changes (costs range from thousands to tens of thousands of Hong Kong dollars)
- SFC approval of "fit and proper person" – Possible on-site inspection of technical facilities |
– TCSP approval is faster
– VASP approval lead time |
1-3 months
(TCSP 1-2 months, VASP 2-3 months) |
Application fee: TCSP several thousand Hong Kong dollars
VASP Thousands to tens of thousands of Hong Kong dollars |
| Transaction completion and handover | – Settle payments and update company registration
– Receive customer information and compliance records – Ensure ongoing AML/CTF compliance |
- Settle payments and update SFC records
– Receiving cold storage and technical systems – Confirm bank account, travel rule compliance |
– Integration and handover, key to VASP technology transfer
– Unified training and compliance system |
0.5-1 months | Handover fee: HK$5-20 |
Total timetable and comparison
| Project | TCSP | VASP | Combine (Synchronize) |
|---|---|---|---|
| total time | 5.5-9 months | 6.5-10 months | 6.5-10 months |
| New Application Comparison | 6-10 months | 18-27 months | 18-27 months |
| Finished earliest | 5.5 months | 6.5 months | 6.5 months (VASP-dominated) |
Key considerations
| Project | TCSP | VASP | Combine |
|---|---|---|---|
| regulatory risk | Confirm no violation record | SFC strictly examines new shareholders and technologies, with no record of penalties | VASP scrutiny is stricter |
| skills requirement | No specific requirements | 98% cold storage, HSM, insurance, travel rule | Key points for VASP technology handover |
| Financial costs | HK$50-200 | HK$500-2000 | VASP cost dominance |
| Banking Relationships | No rigid requirements | Requires local bank support and transfer needs to be reviewed | VASP banking relationships pose great challenges |
| Market supply | More licensed companies | Scarcity of licensed companies (only 2024 in 11) | Prioritize VASP |
Frequently Asked Questions about Hong Kong TCSP Trust License Trading
How will the issue of the retention of responsible officers (ROs) or significant controllers affect the transaction?
Although the TCSP license of the Companies Registry does not require designated responsible officers (ROs) like the SFC license, it does require a "significant controller" (SController). ) registration. The company in the picture has 2 ROs (likely internal management roles), and if these people do not stay in their positions, it may affect the buyer’s operational capabilities and compliance. The buyer needs to re-designate key controllers and update the company registry information, which may extend the transaction cycle (an additional 2-4 weeks).
Solution suggestions: Negotiate retention conditions with existing ROs or key controllers in advance; prepare alternative candidates to ensure compliance with AMLO’s compliance requirements.
Solution suggestions: Negotiate retention conditions with existing ROs or key controllers in advance; prepare alternative candidates to ensure compliance with AMLO’s compliance requirements.
What challenges does the issue of financial transparency bring?
The company is not operating (no clients, employees, rent), but has total expenses of HKD 2,200,000 and assets of HKD 3,300,000. The gap between expenses and assets may hide outstanding expenses (such as upfront compliance costs), and the buyer may question financial transparency and demand more detailed financial statements, otherwise it may lower the price or exit the transaction.
Solution suggestions：The seller provides complete financial records for the past 3 years; entrusts an accountant to conduct due diligence to ensure that there are no hidden liabilities.
Solution suggestions：The seller provides complete financial records for the past 3 years; entrusts an accountant to conduct due diligence to ensure that there are no hidden liabilities.
What are the consequences of delayed approval or notification from the Companies Registry?
The transfer must be notified to the Companies Registry and the information of key controllers and shareholders must be updated (all 6 shareholders must agree). If the information is incomplete or there are disagreements among shareholders, the approval time may be extended (usually 2-4 weeks). Failure to update in time may affect the validity of the license.
Solution suggestions: Prepare complete documents in advance (shareholder agreement, information of important controllers); communicate with the company registry in advance to update the process.
Solution suggestions: Prepare complete documents in advance (shareholder agreement, information of important controllers); communicate with the company registry in advance to update the process.
Q18: What challenges do company name or reputation issues pose?
If the market has negative associations with the name (even if not made public), it may affect the buyer's future business promotion, especially in attracting high-end customers.
Solution suggestions: Buyer investigates company name reputation (searchable web data); considers changing name to reduce potential risk.
Solution suggestions: Buyer investigates company name reputation (searchable web data); considers changing name to reduce potential risk.
What problems will arise if the company registration information is inconsistent?
If the Company Registry records (such as the list of shareholders and key controllers) are inconsistent with the actual situation (for example, the information of the six shareholders is not updated), the Company Registry may reject the transfer application and extend the transaction cycle (an additional 6-2 weeks).
Solution suggestions：The seller shall check and update the company registry information in advance; the buyer shall entrust a lawyer to review the registration consistency.
Solution suggestions：The seller shall check and update the company registry information in advance; the buyer shall entrust a lawyer to review the registration consistency.
What impact will there be on customer development issues after the transaction?
The company has not started business (no customers), and the buyer needs to expand the customer base on his own. The Hong Kong TCSP market is highly competitive. If you lack experience or resources, you may find it difficult to attract customers and extend your profit cycle (6-12 months).
Solution suggestions: Buyers develop differentiated service strategies (such as trust services for high net worth clients); use the Sheung Wan location to attract local corporate clients.
Solution suggestions: Buyers develop differentiated service strategies (such as trust services for high net worth clients); use the Sheung Wan location to attract local corporate clients.
What challenges will compliance risks bring during the license transition period?
After the transaction, the buyer is required to immediately fulfill AMLO's compliance obligations (such as KYC, record keeping). If compliance procedures are not established in a timely manner, the Companies Registry may conduct an inspection and impose a fine (up to HKD 100,000) or even revoke the license.
Solution suggestions: The buyer engages a compliance consultant immediately after the transaction is completed; attends the compliance training course of the Companies Registry.
Solution suggestions: The buyer engages a compliance consultant immediately after the transaction is completed; attends the compliance training course of the Companies Registry.
How will customer information issues be affected after the license transfer?
If the seller has customer information (even if the business has not yet started, it may involve previous customer contact records), the transfer must comply with the requirements of Hong Kong's Personal Data (Privacy) Ordinance (PDPO). If the transfer of customer information is not properly handled, the buyer may face privacy complaints or fines (up to HKD 50,000).
Solution suggestions：The seller provides a customer information transfer agreement to ensure compliance with PDPO; the buyer verifies the compliance of the information and obtains customer consent if necessary.
Solution suggestions：The seller provides a customer information transfer agreement to ensure compliance with PDPO; the buyer verifies the compliance of the information and obtains customer consent if necessary.
What impact will the post-transaction business model adjustment have?
The TCSP licence covers trust and company services, but the buyer may plan to adjust its business model (e.g. focus on family trusts rather than company secretarial services). If the new model requires additional compliance measures (such as stricter trust management procedures), operating costs may increase (approximately HKD 30,000/month).
Solution suggestions：The buyer should make a business plan in advance and confirm with the Company Registry whether the new model requires additional reporting; and reserve a budget for compliance adjustments.
Solution suggestions：The buyer should make a business plan in advance and confirm with the Company Registry whether the new model requires additional reporting; and reserve a budget for compliance adjustments.
Q37: What impact will anti-money laundering (AML) due diligence issues have on transactions?
The buyer needs to conduct AML due diligence on the seller to ensure that the license has no record of money laundering related violations. If it is discovered that the seller has been involved in suspicious transactions in the past (even if it has not started business), it may lead to the Companies Registry to intervene in the investigation and the transaction may be suspended (extended for 1-2 months).
Solution suggestions：The buyer entrusts a professional organization to conduct an AML background check; the seller provides past compliance records to prove that the license is clean.
Solution suggestions：The buyer entrusts a professional organization to conduct an AML background check; the seller provides past compliance records to prove that the license is clean.
How will the issue of source of funds review in transactions be affected?
The Companies Registry requires new owners to disclose the source of funds to comply with anti-money laundering requirements. If the source of the buyer’s funds is unclear (e.g. overseas funds are not clearly explained), this may result in the Companies Registry delaying approval of the transfer (an additional 2-4 weeks) or even rejecting the application.
Solution suggestions：The buyer prepares proof of source of funds (such as bank statements, source of funds statement); ensures that the funds comply with Hong Kong AML requirements.
Solution suggestions：The buyer prepares proof of source of funds (such as bank statements, source of funds statement); ensures that the funds comply with Hong Kong AML requirements.
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