Introduction

In Hong Kong, entities providing trust services must comply with specific regulatory requirements. Depending on the nature of their business, they may need to register as a trust company under the Trustee Ordinance (Cap. 29) (“Trust Company”) and/or obtain a Trust or Company Service Provider Licence (“TCSP Licence”) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) (“AMLO”). This newsletter outlines the key requirements and differences between the two regimes mentioned above.

Who should apply?

TCSP Licence

Any person, including individuals, partnerships, or corporations, carrying on a business that provides one or more of the following trust and company services to others, must obtain a TCSP Licence:

1.      forming corporations or other legal persons;

2.      acting, or arranging for another person to act:

·           as a director or a secretary of a corporation;

·           as a partner of a partnership; or

·           in a similar position in relation to other legal persons;

3.      providing a registered office, business address, correspondence or administrative address for a corporation, a partnership or any other legal person or legal arrangement; or

4.      acting, or arranging for another person to act:

·           as a trustee of an express trust or a similar legal arrangement; or

·           as a nominee shareholder for a person other than a corporation whose securities are listed on a recognized stock market.

 

Certain entities or persons wishing to carry on the above business activities are exempted from the need to obtain a TCSP Licence, including:

1.      the HKSAR Government;

2.      an authorized institution (i.e. a bank, a restricted licensed bank or a deposit-taking company) under the Banking Ordinance (Cap. 155);

3.      a licensed corporation under the Securities and Futures Ordinance (Cap. 571) which operates the trust or company service services in Hong Kong that is ancillary to its principal business;

4.      an accounting professional;

5.      a legal professional.

Trust Company registration

A Trust Company registered under the Trustee Ordinance (Cap. 29) must be a company incorporated in Hong Kong or a re-domiciled company that is not a private company, and its objects must be restricted to some or all of those core trust-related functions set out in section 81 of the Trustee Ordinance. The Trust Company must also satisfy strict financial and governance requirements.

Some major trusteeship functions that only a Trust Company (and not merely  a TCSP Licensee) may perform, or for which a Trust Company is more likely and favourably considered for appointment, include:

1.      acting as executor of a will or as an administrator of an estate;

2.      acting as court-appointed trustees;

3.      acting as pension scheme trustees in Hong Kong, i.e. Mandatory Provident Fund (MPF) and Occupational Retirement Schemes (ORSO).

Eligibility criteria

TCSP Licence

1.      Fit and proper test: Each director, partner and ultimate owner, as applicable of the applicant, unless exempted, is subject to the fit and proper test.

2.      Personnel: Appoint a compliance officer and a money laundering reporting officer.

3.      Validity: Valid for 3 years, renewable 60 days before expiry.

4.      On-going obligations: Notify the Companies Registry of any post-licensing changes, including changes in director, ultimate owner, partner, compliance officer, money laundering reporting officer or business address etc., and maintain anti-money laundering framework, for example conducting customer due diligence and safe record-keeping measures etc.

Trust Company registration

1.      Entity: Hong Kong incorporated company or re-domiciled company (not a private company).

2.      Objects: The articles of association of the entity must specify related objects from section 81 of the Trustee Ordinance.

3.      Capital:

a.      Minimum issued share capital of HK$3 million fully paid in cash; and

b.      A Trust Company has either:

i.       deposited in the name of the Director of Accounting Services with an authorized institution or a finance company that is a subsidiary of a bank, a sum not less than HK$1.5 million and lodge a receipt issued by the authorized institution or finance company for that amount with the Director of Accounting Services; or

ii.      deposit with the Director of Accounting Services a guarantee, in terms acceptable to the Director of Accounting Services, from a bank.

4.      Shareholders: No shareholder may at any time hold more than 20% of its total issued share capital. In other words, a Trust Company should have at least 5 shareholders.

5.      Directors: At least two “fit and proper” individuals.

Comparison

	Trust Company	TCSP
Applicable laws and regulations	Trustee Ordinance (Cap. 29). Focus on the entity’s financial stability to act as a trustee, trust protection and fiduciary duties of a trustee.	AMLO (Cap. 615). Focus on integrity of personnel, and ongoing anti-money laundering and anti-terrorist financing compliance.
Naming of the entity	May include “trust” / “trustee” / “受託” / “信託” in the entity’s name.	Cannot include the words “trust” / “trustee” / “受託” / “信託” in the entity’s name.
Entity	Hong Kong incorporated company or re-domiciled company (and not a private company).	Sole proprietorship, partnership or corporation.
Capital requirement	High – Minimum issued share capital of HK$3 million which is fully paid up; and HK$1.5 million deposit.	None.
Service scope	More statutory and fiduciary functions and services that a TCSP Licence alone cannot provide, including without limitation acting as an executor of a will	Mainly commercial services, including acting as company nominee, company secretarial and trust services.
Suitable for	Capital-backed trustee service providers.	Company secretarial, formation and nominee service providers.

Do you need both?

1.      TCSP license: Mandatory for conducting any trust or company service business in Hong Kong.

2.      Trust Company registration: Unlocks exclusive or preferential statutory roles (MPF/ORSO trustees, court-appointed trustee roles, estate executors).

3.      Decision checklist:

a.      Capital capacity: Can you sustain sufficient cash flow (HK$4.5 million) requirements?

b.      Branding: Do you need “trust”, “trustee”, “受託”, or “信託” credibility?

c.      Service scope: Do you need statutory power or commercial services only?

Conclusion

In essence, Hong Kong's dual regime offers commercial flexibility (TCSP) with statutory authority (Trust Company). TCSP ensures AML/CFT compliance for trust/company services; while Trust Company registration demands capital discipline but grants exclusive or preferential fiduciary powers critical for institutional mandates.

The right choice depends on your target clients, capital resources, and strategic ambitions. Most sophisticated trustees pursue both pathways strategically. Companies should carefully evaluate their business objectives and operational needs to determine whether they require registration as a Trust Company, a TCSP License, or both.

Should you require more detailed advice tailored to your specific circumstances, we welcome you to contact us for further guidance.

 

For enquiries, please feel free to contact us at:

E: cc@onc.hk                                                                       T: (852) 2810 1212 W: www.onc.hk                                                                    F: (852) 2804 6311 19th Floor, Three Exchange Square, 8 Connaught Place, Central, Hong Kong

Important: The law and procedure on this subject are very specialised and complicated. This article is just a very general outline for reference and cannot be relied upon as legal advice in any individual case. If any advice or assistance is needed, please contact our solicitors.

Published by ONC Lawyers © 2026