Case study
MONETARY CENTRAL HOLDINGS LTD
Services Provided: Full turnkey MSB setup in Canada with FINTRAC registration, AML/KYC policies, corporate restructuring, and banking advisory support.
Quick actions
Buy a Hong Kong money lender through a share purchase, with due diligence and transfer support.
Fact Checked by: Mark Gofaizen
Overview
Positive Signs
Warning Signs
Check whether your plans require additional permissions or premises approvals. For crypto projects, explore our ready-made crypto companies and crypto licensing services.
| Area | What You Need to Know |
| Transfer | You buy shares in the company, which remains the license holder. |
| Registration | The company updates its register of members and checks for separate corporate filings. It must notify the Registrar of Money Lenders in writing of reportable changes. |
| Permissions | The company must obtain Licensing Court endorsement before lending from additional or replacement premises. |
Separate regimes govern remittance, currency exchange, deposit-taking, and virtual asset trading platforms.
Unsecured Personal Loans
Lend to individuals without collateral.
SME Lending
Finance working capital for Small and Medium-sized Enterprises (SMEs).
Commercial Credit
Lend for agreed business needs.
Budget for post-handover operating costs.
Company Purchase and Transfer Support
$55,000
Confirm payment terms and any additional fees, rent, salaries, or third-party costs.
We help you assess the company before closing.
Review your lending model and company records.
Coordinate paperwork and draft the notice for the licensee.
Adapt compliance policies for handover.
The company implements the policies.
Buyer Checks
You provide buyer and business details.
Company Review
You and Gofaizen & Sherle review the seller’s documents.
Closing
You transfer the shares with the seller.
Written Notice
Under section 17, the licensee notifies the Registrar in writing within 21 days after reportable changes, including to registered particulars, directors, or control. It copies Police per Companies Registry guidance. The company files applicable director forms ND2A or ND2B separately.
Operational Handover
The company and Gofaizen & Sherle check policies, roles, and any required premises endorsement before launch.
Ownership and Identity
Identify owners and ultimate beneficial owners. Provide relevant identity and address documents.
Incoming Directors or Management
Name proposed directors or managers.
Source of Funds
Show where the purchase funds come from.
Lending Model
Describe products, customers, and money flows.
Buyer Information
Missing buyer information can delay review.
Company Records
Discrepancies in company records can hold up closing.
Changes to Premises or Products
Premises or product changes can delay launch.
Endorsements and bank reviews follow separate timelines.
Hong Kong Money Lender Regulatory Framework
Hong Kong’s Money Lenders Ordinance (Cap. 163) governs licensing. The Licensing Court issues licenses, the Registrar of Money Lenders handles applications and keeps the register, and Police review relevant applications and enforce the Ordinance.
Interest Rate Limits Under Sections 24 and 25 of the Money Lenders Ordinance
For covered agreements effective from December 30, 2022, lenders cannot offer or make loans above a 48% effective annual rate. Above 36%, a transaction is presumed extortionate. The court can overturn that presumption within the 48% cap. Statutory exceptions apply.
| Measure | Buyer Impact |
|---|---|
| Loan Referees | Do not request, receive, or use applicants’ referee details or contact those referees. |
| Condition 15 | Assess affordability before entering an unsecured personal loan agreement or significantly increasing the loan amount. Use the result to decide. |
| Condition 16 | For unsecured personal loans, cap DSR at 35% through HKD 6,000 monthly income and 40% at HKD 6,001–12,000 inclusive. In these bands, repayment cannot outlast applicable fixed-term employment. |
| Advertising Warning | Use revised risk warning wording. |
| Credit Data Smart (CDS) | Report each unsecured personal loan borrower’s personal credit information every 30 days. Join for data access if such loans total at least HKD 50 million or include borrowers earning below HKD 12,000 monthly. |
Keep these controls in place after closing.
Keep due diligence records throughout the relationship and for five years or more afterward. For qualifying one-off and other transaction records, count from completion.
We help prepare the bank application. The bank decides whether to open an account and may review an existing account after ownership changes. It may ask who controls the company and how you will use the account.
Standard stamp duty on Hong Kong stock sales is 0.1% on each bought and sold note, plus HKD 5 on the transfer instrument where applicable. Check share value and any relief.
Eligible companies pay 8.25% profits tax on the first HKD 2 million of assessable profits and 16.5% above it. Only one connected company may use the two-tier rates per year.
| Criterion | Ready-made | New company |
| Company Structure | An existing company changes owners. Its legal structure and management arrangements may need to be adapted to the buyer’s plans. | The legal structure, ownership, and management arrangements are established when the company is formed. |
| Company History | The company has an existing record of filings, tax returns, and any past activity. It may also have outstanding contracts or liabilities. | The company’s own record begins at incorporation. Its obligations reflect what it takes on during setup and operation. |
| Licensing and Registration | Any existing license or registration has a defined scope. The ownership change or planned services may require additional filings or approvals. | Any required licenses or registrations are applied for in the new company’s name, based on its planned services and markets. |
| Time to Start Operations | The timeline includes due diligence, ownership transfer, and any remaining regulatory, banking, or operational steps before launch. | The timeline includes incorporation, any required regulatory procedures, banking setup, and preparation for launch. |
| Cost to Get Started | Upfront costs include the purchase price and any due diligence, transfer, or setup work billed separately. | Upfront costs include incorporation, any required applications, professional fees, and operational setup. |
| Compliance Setup | Existing policies and controls, where available, provide a starting point for adapting the compliance program to the buyer’s business. | Policies and controls are developed for the new company’s planned services and operations. |
| Banking and Payments | Continued access to any existing accounts or payment services depends on the provider’s terms and review of the ownership change. | Accounts and payment services are established for the new company, subject to each provider’s review and approval. |
The offer describes a licensed company. Confirm availability and match the license to the register. Check expiry, conditions, and approved premises before signing. See Acquisition Steps for filing and handover.
Only if it has its own money lender license or the licensing requirement does not apply to its activity. Identify which company will sign the loan agreements and confirm its licensing position under the Money Lenders Ordinance before it starts lending.
Only if the address is covered by the license for money lending. Compare the corporate address with the premises listed on the license. If you plan to lend from a different or additional location, obtain the required endorsement before operating there.
Search the Companies Registry’s list of licensed money lenders using the full legal name. Match the license number in the listing against the seller’s license copy. If the records differ, ask the seller for an identifier that resolves the discrepancy before signing.
If an account exists, ask the bank who is authorized to sign and transact after the change of control. Confirm whether it needs updated ownership details, new signing instructions, or other checks before your team can use the company’s account.
Client Testimonials
Good service, clear roadmap, quick communication. Satisfied with prompt work, been looking for shelf company solution, got Canadian company with already acquired license in like 2-3 weeks. Setting up the flows now, but good to go.
Case study
Services Provided: Full turnkey MSB setup in Canada with FINTRAC registration, AML/KYC policies, corporate restructuring, and banking advisory support.
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