SFC Guidance | Securities and Futures Commission

🇭🇰 SFC Guidance Significant

September 3rd 2026

SFC enhances guidance for authorised funds with exposure to private market assets

No description available.

Why this matters

The SFC circular establishes new mandatory disclosure requirements and introduces a 50% NAV threshold for classifying funds as complex products subject to heightened distribution requirements. This affects fund managers' compliance obligations and investor documentation practices.

Sectors:

Investment Management Wealth & Private Banking

Topics:

Consumer Protection / Conduct Reporting & Disclosure

Asset ManagerWealth Manager

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🇭🇰 SFC Guidance

May 29th 2026

SFC issues new guidance to help securities issuers prepare for upcoming uncertificated securities market regime

No description available.

AI Analysis

The SFC’s Guidance Note clarifies issuer obligations for the upcoming USM regime and signals that preparation work must start immediately, especially amendments to articles or other terms of issue. For compliance teams, the core risk is missing the transition window: issuers must be ready for a paperless market structure on launch, and key jurisdiction issuers face a hard deadline to complete constitutional amendments by the later of the first anniversary of USM launch or their first AGM after launch.

Key dates

06 May 2026: - A commencement notice to bring the USM-related legislation into effect was tabled before the Legislative Council for negative vetting
16 November 2026 Deadline: - The USM regime is targeted for launch, and issuers must be operationally ready for uncertificated securities market participation
16 November 2027 Deadline: - Deadline by which issuers must complete amendments to their terms of issue, unless their first annual general meeting after USM launch occurs later

Suggested considerations

Issuers must review their articles of association, bylaws, and terms of issue immediately to identify provisions that conflict with uncertificated issuance, electronic transfer, or register-based title evidence.
Issuers must begin the constitutional amendment process now so shareholder approvals, board resolutions, and any jurisdiction-specific filings can be completed before the applicable deadline.
Issuers must confirm their ability to appoint and maintain an approved securities registrar at all times once USM is implemented.
Issuers must assess their registrar, transfer, and corporate action workflows to ensure they can operate in a paperless environment from launch.
Issuers must coordinate with legal advisers and share registrars to map the transition timetable and identify any issues that could delay implementation.

What changed

- The USM regime is targeted to launch on 16 November 2026, and issuers must prepare for securities to be held and transferred without paper certificates from that point onward.
Issuers will need to review and amend their terms of issue, including articles of association or equivalent constitutional documents, so they are consistent with USM requirements.
The SFC’s guidance provides key areas of focus and sample provisions to help issuers amend their constitutional documents for paperless securities issuance and transfer.
Issuers will need to complete amendments by 16 November 2027 or by the date of their first annual general meeting after USM launch, whichever is later.
Upon implementation of USM, issuers must have an approved securities registrar at all times.

Compliance impact

Non-compliance is likely to be significant because USM readiness is tied to the issuer’s ability to issue, evidence, and transfer securities lawfully in the new market structure, and failure to comply could disrupt listing status, corporate actions, and investor dealings. The requirement to maintain an approved securities registrar continuously makes this a core operating-control issue, not just a one-time documentation update.