Hong Kong Companies Ordinance (CAP622) & Personal Data – New Inspection Regime

Arising out of social issues affecting office bearers in Hong Kong, the Hong Kong government determined in 2020 that company directors’ (and secretaries) sensitive personal information should be private.  The Companies Ordinance (CAP622) (CO), has been amended accordingly.  Under the amended CO, company directors’ and secretaries’ personal data will continue to be stored in the Companies Register Information System, under the control of the Companies Registry.  However, only a few authorised persons will have access to this previously public information.

Seychelles: Additional Register of Directors requirements

To ensure that international regulatory standards of tax transparency are met, the Seychelles Government enacted a suite of new legislation over the last two years, including the International Business Companies (Amendment) Act 2021 (the Amendment Act) and the International Business Companies Act and Other Related Laws (Amendment) Act 2021. The legislation imposes a number of new reporting obligations on Seychelles companies (and their Registered Agents), and the Financial Services Authority recently issued the International Business Companies Guidelines to aid compliance. Under the Amendment Act additional mandatory fields relating to the Register of Directors (RODs) are required to be completed, along with an additional requirement to provide consent in writing by the persons/entities appointed. An overview of the RODs including the new requirements is set out below. Register of Directors (ROD) mandatory fields The following information relating to company directors are required to be filed with the Registrar as mandatory fields in the ROD: For individual directors name date of birth nationality service address for receipt of documents and residential address (if different to service address) For corporate directors date of incorporation place of incorporation service address for receipt of documents (ie registered office address) Dates relating to each person entered as a director, alternate director, or nominated as reserve director Appointment/Nomination date Cessation date Written consent to act as director Under the Amendment Act, every person appointed as a director or alternate director or nominated as a reserve director of a company from 6 August 2021 onwards must provide consent in writing. For persons appointed or nominated prior to 6 August 2021, this requirement is not applicable. Filing deadlines Whilst a company is not required to appoint a director within

Anguilla: Enhanced companies regime

New legislation has recently been passed that will align Anguilla with international standards with regards to tax transparency and the associated beneficial ownership and economic substance requirements, through the creation of a more modern framework and supporting reporting system.

Hong Kong: Reduction of Business Registration Levy

It was gazetted on 10 June 2022, that the business registration levy will be reduced from HKD250 per annum to HKD150 per annum. Subject to the passing of the Business Registration Ordinance (Amendment of Schedule 2) Order 2022 (Order) by the Legislative Council on 15 June 2022, the new levy rate will apply to incorporation applications lodged on or after 17 June 2022. For registration of non-Hong Kong companies, the new levy rate applies to business registration certificates with the date of commencement on or after 17 June 2022 (i.e. the date of commencement of business in Hong Kong is on or after that date). This reduction of the business registration levy comes in addition to the waiving of the business registration fee for 2022/23 as announced for this year’s budget. The IRD’s updated business registration and levy fee table can be viewed here. Marbury clients who have already been billed for their business registration fees for the coming financial year will see a credit item on their October annual invoice (where applicable). Whereas our clients who are incorporating or commencing business from 17 June onwards will be charged according to the new levy of HKD150. For more information, please contact your usual Marbury advisor or info@marburys.com.

Summary of BVI open-end investment funds

The British Virgin Islands has long been a jurisdiction of choice for the establishment of companies for use as asset holding vehicles. The development of the inter-connected global economy has led further to the widespread adoption of BVI companies as private equity or investment funds. Today, the BVI is home to over 2,000 registered and recognised investment funds.

The BVI’s popularity was earned through its effective regulatory platform that is aligned to global regulatory standards, and its immensely flexible funds framework.

Hong Kong Business Registration Fee Waiver 2022/23

Hong Kong Budget Hong Kong’s Financial Secretary, Paul Chan, outlined his budget for 2022-23 in the Budget Address on 23 February 2022. Included in the measures to support enterprises through the difficult pandemic period was the continuation of the business registration fee waiver. Waiving business registration fees for 2022-23 It is proposed again that the business registration (BR) fees for the period 1 April 2022 to 31 March 2023 will be waived, and only the BR Levy will be charged. As such, the total BR fee for a 1-year certificate will be HKD250 (USD32) for this period, instead of HKD2250 (USD287). The IRD will announce the refund arrangement after the relevant legislative amendment is passed by the Legislative Council. Marbury clients who have already been billed for their BR fee the coming financial year will receive a reduced invoice to account for the fee waiver in their next billing cycle. Whereas our clients who are incorporating in the coming financial year will be charged according to the proposed fee waiver. Marbury clients are reminded that the two-year company annual return registration fee waiver, announced in the 2020-21 budget, ends this year. From 1 October 2022, the annual return registration fee of HKD105 (USD14) will be charged. Marbury’s company secretarial and business enterprise solutions teams can help clients keep their companies compliant with statutory filings and audits, even whilst their owners may not be able to return to Hong Kong. Marbury can also help with the full gamut of visa application and extension queries. For more information, please contact your usual Marbury advisor or info@marburys.com.

Singapore: File your Annual Lodgments on time

Penalty for late filing beyond 3 months increases to SGD600 from 14 Jan 2022 Under the new 2-tier penalty framework, the penalty for late filing of the annual lodgments will be SG300 within the first 3 months after the due date or SGD600 if the lodgment is filed more than three months after the filing due date.  The new 2-tier penalty framework applies to annual lodgments (see below), and for ad hoc filings by Variable Capital Companies (VCCs). So which entities must file annual lodgments? The following types of entities have annual statutory lodgment obligations:  Annual Returns by local companies under s197 of the Companies Act Annual Filing of Financial statement by foreign companies under s373 of the Companies Act Annual Declaration by Limited Liability Partnerships (LLP) under s24 of the LLP Act Annual Returns by Variable Capital Companies (VCC) under s97 of the VCC Act. Clients are reminded to pay attention to their annual filing deadlines and related reminders from their Company Secretary. Should you have any queries about the new penalty framework or your ongoing obligations, please contact your usual Marbury adviser or info@marburys.com.

Seychelles: New accounting records obligations

The Seychelles Government has introduced new legislation that significantly increases the accounting records keeping requirements for International Business Companies (IBCs).

BVI: New Registry filing fee for the first Register of Directors

Further to the BVI Business Companies (Amendment of Schedule 1) Order, 2021, a fee of USD75 will be introduced for filing of the first register of directors. Please note that a filing fee of USD75 will be added to the incorporation of all BVI companies incorporated on or after 1 Jul 2021.

Hong Kong 2021-22 Budget proposals

Hong Kong’s Financial Secretary, Paul Chan, outlined his budget for 2020-21 in the Budget Address on 24 February 2021 outlining measures to support enterprises, revive and stimulate the economy as well as tax policy. Highlights of the measures of particular interest to Hong Kong companies and our clients operating in Hong Kong are set out here.

Singapore update: BizFile+ filing extensions and filing penalty waivers

The Singapore Accounting and Corporate Regulatory Authority (ACRA) has extended filing deadlines and is waiving late filing penalties for a period following system slowness and intermittent disruption issues with its business filing portal, Bizfile+.

In response to the concerns of Corporate Service Providers (CSPs) who had experienced difficulties filing annual returns and other transactions, ACRA has announced relief measures.

Implementation of a Central Register of Controllers

Singapore – With effect from 30 July 2020, all companies, foreign companies and limited liability partnerships (LLPs), unless exempted, are required to lodge with the Accounting and Corporate Regulatory Authority (ACRA) the same information that they presently continue to maintain in their Register of Registrable Controllers (RORC). This is part of ACRA’s on-going efforts to uphold Singapore’s reputation as a trusted financial hub, and to further enhance the transparency of ownership and control of corporate entities.