SFC issues binding guidance requiring securities issuers to amend terms of issue for uncertificated securities regime
Hong Kong securities issuers must amend their articles of association and appoint an approved securities registrar before the uncertificated securities regime binds them.
Change
The SFC published a binding Guidance Note on 29 May 2026 requiring securities issuers to amend their terms of issue for the uncertificated securities market regime launching 16 November 2026, with amendments due by 16 November 2027 or the first post-launch AGM, whichever is later.
Why it matters
Issuers must amend their terms of issue (including articles of association) to align with the USM regime, using the SFC's identified focus areas and sample provisions. From USM implementation they must hold an approved securities registrar at all times; six registrar applications are filed. A commencement notice for the USM legislation was tabled before the Legislative Council on 6 May 2026 for negative vetting. The Stock Exchange separately issued a USM Guide on issuers' Listing Rules obligations.
Implications
- — Company secretaries and legal teams at HK-listed and registered securities issuers must redraft articles of association against the SFC's sample provisions and pass them by the first post-launch AGM or 16 November 2027 — non-conforming terms of issue block USM participation.
- — Issuers must contract an approved securities registrar before USM implementation and maintain one at all times — operating without an approved registrar under the regime is a breach.
Who is affected
- — Company secretaries and legal teams at Hong Kong securities issuers preparing terms-of-issue amendments
- — Issuer boards responsible for appointing and retaining an approved securities registrar
What to watch
- — 16 November 2026: targeted USM regime launch — approved-registrar requirement takes effect.
- — 16 November 2027 (or first post-launch AGM, whichever is later): deadline to complete terms-of-issue amendments.