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Avis Miles
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1 When a company is registered at more than one jurisdictions, for example a BVI company is also registered in Hong Kong as a non-hong Kong company, the officers may need to report different sets of particulars for different compliant issues. The major update of this version is to enhance the Capacity Master File and related output document templates to handle the variations of particulars reported to different jurisdictions. DOWNLOAD AND UPDATE Please visit our website to get your password and download the update program: URL: Or visit choose CSA > Download Center > Expert (under Program Update) CONTENTS A. Capacity Master File... 2 B. Entity Changes Particulars... 7 C. Updates on the Documents for the Confirmation of Particulars... 8 D. Comprehensive Reports E. Update IRC3111a and IRC P & L Associates Page 1 of 10

2 MAJOR UPDATES A. Capacity Master File a. New Data Structure and Interface of Capacity Master File The Capacity Master File was re-designed to reflect the Entity s particulars for both domicile and overseas registrations, if any. As shown below, the Client is at the same time a BVI company and a non-hong Kong company. Its corporate director reports different set of particulars to BVI and Hong Kong according to their respective legal requirements. b. Example of a Corporate Director with Two Sets of Particulars The Issue: Different Particulars for Domicile and Overseas Registrations Given that a BVI company has a corporate director, whereas the corporate director is also a BVI company. At the same time, both companies are also registered in Hong Kong as Non-Hong Kong companies. Before the enactment of the amended BC Act, the Entity of this corporate director contained only the particulars for filing statutory forms in Hong Kong (e.g. NN3), such as the Hong Kong company no. It worked well since the particulars could share between the two jurisdictions. When after the enactment of the amended BC Act, more information on Register of Directors is required, this corporate director needs to have additional particulars, including the BVI company number and the service address to fulfill BVI s new filing requirements. P & L Associates Page 2 of 10

3 The Solution: Different Entity Serial No. ( S/N ) for Domicile and Overseas Registrations To address this issue, we have re-designed the Capacity Master File so as you can match a particular jurisdiction (domicile or overseas registrations) with a particular Entity S/N (01, 02 and so on). Because, initially, both BVI and Hong Kong registrations are linked to the same Entity S/N 01. Therefore the first thing to do is to create a new set of particulars for BVI under the same Entity ID but with a different S/N, say 02. B.V.I. Registration Domicile Overseas registration Entity S/N Documents Register of Directors, Director Form (BVI SFC template), etc. Hong Kong C/R Forms such as NN3 Company Name Bright Future Investment Co., Ltd. Bright Future Investment Co., Ltd. 光明投資有限公司 Company Number F Required Addresses Registered officer address - P.O. Box 3175, Road Town, Tortola, B.V.I. Service address 123 King s Road, Central, Hong Kong Registered officer address - P.O. Box 3175, Road Town, Tortola, B.V.I. Then, assign this new S/N 02 for BVI (i.e. Domicile) at the Capacity Master File: 1) Select BVI in Registration 2) Click [ S/N ] 3) Select S/N 02 in Entity ID, then click [ Save ] P & L Associates Page 3 of 10

4 Service Address of a BVI Company s Director If the Service Address is not same as the Entity s registered office address, click [ Service Address ] to select other options or enter a specified (i.e. new) address. Tree-view of Particulars The Tree-view displays critical information for both domicile and overseas registrations: Particulars for domicile in BVI: P & L Associates Page 4 of 10

5 Scroll down to view particulars for other registrations: c. Example of an Individual Director with Two Sets of Particulars An individual director may also have different particulars for different registrations. For example, B.V.I. Registration Domicile Overseas registration Entity S/N Documents Register of Directors, Director Form (BVI SFC template), etc. Identification Passport HKID Hong Kong C/R Forms such as NAR1, ND2A Name on Identification Gam Bing Jyun, Gandolf Gam Bing Jyun 金兵沿 Required Address Residential Address - Flat 28A, AVA 55, 55 Kai Tak Road, Kowloon City, Hong Kong Service address 123 King s Road, Central, Hong Kong Place and Date of Birth Hong Kong (05/12/1988) - Nationality Australian - Residential Address - Flat 28A, AVA 55, 55 Kai Tak Road, Kowloon City, Hong Kong P & L Associates Page 5 of 10

Whether a company is incorporated or registered in Hong Kong, its individual secretary has a [ Correspondence ] button for options of correspondence

6 The tree-view displays his particulars for BVI and Hong Kong: Particulars for domicile in BVI Particulars for registration in Hong Kong d. Correspondence Address of a Hong Kong s Individual Company Secretary The options for the Correspondence Address of an individual secretary (i.e. a natural person) in Hong Kong is similar to the Service Address of a corporate director. Whether a company is incorporated or registered in Hong Kong, its individual secretary has a [ Correspondence ] button for options of correspondence addresses filed with the Company Registry. P & L Associates Page 6 of 10

7 The [ Correspondence ] button is also available to the Authorized Representative (HK) of a non- Hong Kong company. e. Application of Service and Correspondence Address Service Address and Correspondence Address are applicable to the following capacities: Data Jurisdiction / Registration Capacity Service Address BVI individual / corporate director alternate director reserve director Correspondence Address Hong Kong individual company secretary individual authorized representative (HK) B. Entity Changes Particulars The Job of Entity Changes Particulars is enhanced to handle the changes on Service Address for BVI companies. As in the above example, Gam Bin Jyun (S/N 02) is a director of a BVI company. His service address is a specified address. To change his service address, go to the job of Entity Changes Particulars and then select the appropriate option under Change reporting address from To If the changed address remains a specified address (i.e. not a linked address), select the following address under To and then enter the new address below it. In this case, only the Capacities using a specified address as the service address or correspondence address will be affected. P & L Associates Page 7 of 10

C. Updates on the Documents for the Confirmation of Particulars Additional Data on Documents The following documents for appointment of officers and changes of Entity s particulars are revised by

8 C. Updates on the Documents for the Confirmation of Particulars Additional Data on Documents The following documents for appointment of officers and changes of Entity s particulars are revised by showing the service address and/or correspondence address if applicable. Doc. ID AA_D-I-1 AA_D-I-2 AA_D-C-1 AA_D-C-2 Documents Acceptance of Appointment / Consent to Act as Director Acceptance of Appointment / Consent to Act as Director Applicable Jurisdiction Applicable Capacity Additional Particulars BVI - individual director - service address - nationality - place & date of birth BVI - corporate director - service address - place & date of incorp. AA_I-1 Acceptance of Appointment HKG - individual secretary - individual authorized representative - correspondence address CHAPAR-I-1 Change of Particulars BVI - individual director - service address - nationality - place & date of birth HKG - individual secretary - individual authorized representative - correspondence address CHAPAR-C-1 Change of Particulars BVI - corporate director - service address - place & date of incorp. P & L Associates Page 8 of 10

Revisions on Customized Documents If you have customized the above documents, you may amend your format files by adding the following Sections: New Sections Particulars for individual director of a

9 Revisions on Customized Documents If you have customized the above documents, you may amend your format files by adding the following Sections: New Sections Particulars for individual director of a BVI company: [Begin_BVISVC_Address] Service Address Nationality Date @mdateofbirth_1() Place of [End_BVISVC_Address] Correspondence Address of an individual secretary of a Hong Kong company or an authorized representative in Hong Kong of a non-hong Kong company: [Begin_HKCR_Address] Correspondence Address (C/R) Revised VDL function code of the issuing country of certificate The VDL function code of issuing country of the certificate of incorporate (C/I) of a corporate Entity is changed Issuing country of C/I in Entity Master File P & L Associates Page 9 of 10

10 D. Comprehensive Reports The list of Officers in the reports are updated by adding the particulars required by BVI, such as service address, place and date of birth, place and date of incorporation and nationality. E. Update IRC3111a and IRC3113 The forms equivalent to IRD forms IRC3111a ( Notification of Change of Business Address ) and IRC3113 ( Notification of Cessation of Business ) are updated to version 6/2016. The major changes are mainly on the description and remarks of the forms. The information required does not have much changes. ~ End ~ P & L Associates Page 10 of 10

Please visit our website to get your password and download the update program:

Please visit our website to get your password and download the update program: C oncerning the BVI Business Companies (Amendment) Act, 2015 & 2016, we have been working closely with some major BVI Registered Agents in Hong Kong about the implementation of those new compliance requirements