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Beneficial Owner Agreement for Hong Kong

Beneficial Owner Agreement Template for Hong Kong

A comprehensive legal document governed by Hong Kong law that establishes and regulates the relationship between a legal owner and a beneficial owner of assets, shares, or other property. This agreement ensures compliance with Hong Kong's Companies Ordinance requirements regarding beneficial ownership disclosure and the maintenance of Significant Controllers Registers (SCR), while protecting the interests of both parties. The document addresses regulatory compliance, rights and obligations, reporting requirements, and governance arrangements in accordance with Hong Kong's legal framework and financial regulations.

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What is a Beneficial Owner Agreement?

The Beneficial Owner Agreement is a crucial document used in Hong Kong's corporate and financial landscape to formalize arrangements where legal and beneficial ownership of assets are separated. This document becomes necessary when establishing structures involving nominee shareholders, trust arrangements, or corporate holding patterns where transparency of ultimate ownership is required by law. The agreement ensures compliance with Hong Kong's Companies Ordinance, particularly the requirements for maintaining Significant Controllers Registers (SCR) and meeting beneficial ownership disclosure obligations. It provides a clear framework for rights, obligations, and regulatory compliance while protecting legitimate business interests and confidentiality. This document is particularly relevant in the context of Hong Kong's position as a major financial center and its strengthened regulatory regime around beneficial ownership transparency.

What sections should be included in a Beneficial Owner Agreement?

1. Parties: Identification of the legal owner and beneficial owner, including full legal names, registration numbers (if applicable), and addresses

2. Background: Context of the arrangement, including details of the asset(s) or shares subject to the beneficial ownership arrangement

3. Definitions: Key terms used in the agreement, including 'Beneficial Owner', 'Legal Owner', 'Assets', 'SCR Requirements', and other relevant definitions

4. Declaration of Trust: Clear statement of the beneficial ownership arrangement and confirmation that the legal owner holds the assets in trust for the beneficial owner

5. Rights and Obligations of the Legal Owner: Detailed provisions regarding the legal owner's responsibilities, including maintenance of records, compliance with SCR requirements, and fiduciary duties

6. Rights and Obligations of the Beneficial Owner: Specifications of the beneficial owner's rights to profits, dividends, voting rights, and obligations regarding disclosure and regulatory compliance

7. Regulatory Compliance: Provisions ensuring compliance with Hong Kong's beneficial ownership disclosure requirements and SCR maintenance obligations

8. Representations and Warranties: Statements by both parties regarding their capacity, authority, and compliance with relevant laws

9. Confidentiality: Provisions regarding the confidentiality of the arrangement and permitted disclosures

10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

11. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

What sections are optional to include in a Beneficial Owner Agreement?

1. Anti-Money Laundering Provisions: Additional provisions for compliance with AML regulations, particularly relevant for financial assets or high-value arrangements

2. Tax Matters: Specific provisions regarding tax treatment, reporting obligations, and allocation of tax responsibilities

3. Power of Attorney: Provisions granting specific powers to the beneficial owner to act in certain circumstances

4. Change of Control: Procedures and requirements in case of change in beneficial ownership

5. Dispute Resolution: Alternative dispute resolution mechanisms such as mediation or arbitration

6. Assignment and Transfer: Provisions regarding the transfer of beneficial ownership rights and restrictions thereon

7. Nominee Director Arrangements: Where relevant, provisions regarding nominee director arrangements and related obligations

What schedules should be included in a Beneficial Owner Agreement?

1. Schedule 1: Details of Assets: Comprehensive description of the assets subject to beneficial ownership, including registration numbers, certificates, or other identifying details

2. Schedule 2: Regulatory Compliance Checklist: Checklist of compliance requirements under Hong Kong law, including SCR requirements and filing obligations

3. Schedule 3: Authorized Representatives: List of authorized representatives for both parties who can act under the agreement

4. Schedule 4: Fee Schedule: If applicable, details of any fees or charges payable between the parties

5. Schedule 5: Reporting Requirements: Detailed procedures and timelines for regular reporting between parties

6. Appendix A: Form of Notices: Standard forms for various notices required under the agreement

7. Appendix B: SCR Filing Templates: Templates for maintaining and updating the Significant Controllers Register

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Ƶ

Document Type

Declaration Form

Cost

Free to use
Relevant legal definitions


































Clauses






























Relevant Industries

Financial Services

Corporate Services

Investment Management

Real Estate

Private Equity

Family Office

Trust and Fiduciary Services

Banking

Professional Services

Asset Management

Securities Trading

Offshore Structures

Relevant Teams

Legal

Compliance

Corporate Secretarial

Risk Management

Corporate Services

Regulatory Affairs

Trust Administration

Corporate Governance

Investment Operations

Client Services

Relevant Roles

Corporate Secretary

Compliance Officer

Legal Counsel

Company Director

Trust Administrator

Corporate Services Manager

Regulatory Affairs Manager

Risk Manager

Company Administrator

Financial Controller

Investment Manager

Asset Manager

Private Client Manager

Corporate Governance Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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