Open-ended fund company
A corporate investment fund with variable capital. It is registered with the Securities and Futures Commission (SFC), which sends the documents to the Companies Registry for incorporation.
- Entiva fee to form
- $679
- Government fees to form
- HK$5,984
- Run plan
- $129 a month
- Steps to form
- 5
- Ongoing filings
- 2
- Ways to close
- 3
Who it suits, and what defines it.
Governed by the Securities and Futures Ordinance (Cap. 571) Part IVA.
Who it suits
- Public or private investment funds, single or umbrella.
- Overseas corporate funds that re-domicile into Hong Kong (Form OFCN1(SFC)).
Key facts
- Statute
- Securities and Futures Ordinance (Cap. 571) Part IVA
- Regulator
- Registered with the SFC first
- Directors
- At least 2 individuals, approved by the SFC
- Investment manager
- Needs SFC approval
- Custodian
- Needs SFC approval
- Registered office
- In Hong Kong
- Annual return
- None to the Companies Registry
- Annual meeting (AGM)
- Not mandatory
What the law requires.
7 rules, each in plain words.
Registration with the SFC, then incorporation
Form OFCNC1(SFC), the instrument of incorporation and IRBR3, all lodged through the SFC.
A registered office in Hong Kong
At least two directors, all individuals
The SFC approves each appointment in advance.
An investment manager approved by the SFC
The manager must be licensed or registered for asset management.
A custodian approved by the SFC
No annual return and no mandatory AGM
The fund files no annual return with the Companies Registry.
Business registration
With the Inland Revenue Department (IRD).
How Entiva forms it.
5 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
5 steps- 1Get the SFC's approval of the investment manager
Under rule 125(3). The manager must be licensed or registered for asset management.
- 2Get the SFC's approval of the custodian
Under rule 114(3).
- 3Appoint at least two directors
Each is an individual approved in advance by the SFC. A non-resident director names an agent for service in Hong Kong.
- 4Register and incorporate the fund
SFC registration first (generally under 1 month if private, 1 to 3 months if public), then Form OFCNC1(SFC). The Registry normally issues the certificate within 3 working days.
- 5Notify where the registers are kept
Form OFCR2, if the registers are kept away from the registered office.
Documents
8- SFC registration application form and information checklist
- Instrument of incorporation
- Incorporation form OFCNC1(SFC)
- Business registration notice IRBR3
- SFC authorisation documents, for a public fund
- Evidence of the manager's licence and the custodian's eligibility
- Certificate of Incorporation of the OFC
- Business Registration Certificate
Who takes part
7- Each director is verified
- A non-resident director's agent for service is verified
- The investment manager is verified
- The custodian is verified
- Anyone owning over 25% is identified
- A nominee arrangement is declared, with the person behind it
- People in prominent public roles get enhanced checks
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
2 filings- Renew business registration
By the date on the IRD demand note; if none arrives, tell the IRD within 1 month of expiry
- File the employer's return
Within 1 month of issue (BIR56A), even with no employees
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Record a director leaving
- Change a director's details
- Appoint an investment manager
- Record the investment manager leaving
- Appoint a custodian
- Record the custodian leaving
- Change the registered office
- Change the fund's name
- Update business registration details
How it closes.
3 routes. The right one depends on whether it can pay its debts, and who starts it.
Members' voluntary winding up
A solvent fund, where the directors certify solvency on Form OFCW1. A liquidator is appointed to wind up its affairs.
- 1
Sign the OFCW1 solvency certificate and start the winding up
- 2
Notify the Registrar of the liquidator on OFCW3
- 3
File the liquidator's final account and return
- 4
The fund is dissolved 3 months after the return is registered
Directors' winding up
The fund cannot continue its business because of its liabilities, and no other winding-up route is practicable.
- 1
Start the winding up on the OFCW2 statement
- 2
Notify the Registrar of the liquidator on OFCW3
- 3
File the liquidator's final account and return
- 4
The fund is dissolved 3 months after the return is registered
Court winding up
A creditor, member or other petitioner asks the court to wind the fund up.
- 1
Present the winding-up petition to the court
- 2
Give the liquidator the statement of affairs within 28 days
- 3
Deliver OFCW6 once the court has released the liquidator
- 4
Dissolved 2 years after OFCW6 is registered, unless the court defers
What Entiva does for you.
From the first filing to the last.
Open-ended fund company
- Prepares and lodges the SFC registration and the Form OFCNC1(SFC) incorporation filing.Formation
- Prepares and lodges the SFC application for approval of the investment manager.People
- Prepares and lodges the SFC application for approval of the custodian.People
- Files Form OFCD1(SFC) within 15 days after a director is appointed with the SFC's approval.People
- Files Form OFCR2 when registers move away from the registered office.Governance
- Pays the IRD demand note and obtains the renewed business registration certificate.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$679one-off
- Government fees
- HK$5,984
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Hong Kong
- Renew business registration
- File the employer's return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Get the SFC's approval of the investment manager
- Get the SFC's approval of the custodian
- Appoint at least two directors
- Appoint a director
- Appoint an investment manager
- Record the investment manager leaving
- Appoint a custodian
- Record the custodian leaving
- Change the fund's name
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $679, one-off. Government fees are passed through at cost.
CR incorporation fee HK$3,034. Plus SFC fees: private standalone HK$5,000; private umbrella HK$10,000 plus HK$1,250 per sub-fund; public standalone HK$20,000 application plus HK$10,000 authorisation; public umbrella…
Excludes steps marked only if needed.
Every year
The Run plan costs $129 a month ($1,548 a year).
Certificates starting 1 Apr 2026 to 31 Mar 2027: 1-year HK$2,200 plus a HK$150 levy; 3-year HK$5,720 plus HK$450, HK$6,170 in total; branch 1-year HK$230, 3-year HK$658.
Changes
Routine changes are included in the Run plan.
Closing it
Closing is a fixed-fee project, quoted before it starts.
HK$11,250 deposit to the Official Receiver plus HK$1,045 court fee at the High Court Registry. A further HK$3,500 deposit applies if a provisional liquidator is sought, and the court may direct more (r.22A).
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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