Citizen's Secretarial Services Ltd 人人秘書服務有限公司

20/12/2024

稅基侵蝕和利潤轉移（BEPS）第二支柱稅收義務
收入超過7.5億歐元的跨國公司成員必須繳納全球最低稅率，每個司法管轄區的有效稅率至少爲15%。即不僅要計算實體自身的業績表現和財務狀況，而且要考慮同一管轄範圍内的其他集團成員的數據。集團有義務補繳稅款以彌補低於15%的納稅缺口，並且承擔申報和披露相關的納稅義務。每個客戶必須咨詢其最終控股公司，以確保其正確遵守BEPS第二支柱國際稅收改革。

香港免稅的假象
頻繁買賣證券和不動產以及投機性交易在香港是可以納入為可評稅活動，儘管持有相關資產時間較長。貿易徽章分析適用於確定香港的應納稅性，除非-
 獲批成為合格股權（2023年第33號法令）
 獲批成爲各種投資基金制度並獲得免稅
 獲批成爲家族辦公室

流動性及減值
鑒於香港經濟持續低迷，財務健康和減值損失預估是2024年及以後兩個關鍵的風險管理評估因素。這不僅是全球和地方經濟問題，更是一個金融和流動性的問題，僅僅是因爲市場資金來源短缺便可以帶來業務規模縮減以及交易價格受損。

長期服務金及休假義務
强積金對衝安排將於2025年5月1日取消，這可能會影響客戶對雇員責任準備金的充足性，尤其是許多强積金基金普遍蒙受市場的損失，應在報告期結束前儘快的審查其對會計估計的影響。應考慮累積休假餘額義務，尤其是在疫情期間許多員工沒有休長假。

反洗錢信息更新
儘管我們很早就認識客戶，但我們仍然受KYC和AML法規的專業約束，這些法規要求我們定期（例如每3年）更新每個客戶的身份信息（驗證身份證和地址證明），並時不時地進行面對面的會議以確保指示由正確的人士發出。我們理解這對許多客戶來説是一種麻煩，因此會盡可能減少不必要的程序。

租金收入及租約終止義務
極有可能無法收回的租金收入在公司會計上不需確認為收入（進而減記租金應收款項），但香港物業稅申報表上，應按照租賃協議上的全額租金收入與壞賬損失一齊報告。

房東和租客之間最好以書面文件形式證明退租或減租，以避免後續的糾紛和會計不確定性
。
不可取消租約的義務和權利必須被披露，前提是相關租賃協議已經簽署（在報告期或之前）、加蓋了印花稅印章（已付稅且具法律效力）並保持有效，否則無需考慮披露。

特定的外國來源收入
在香港經營業務的法人實體接收者，如果該企業被認定為跨國企業集團成員（包括其代理機構），且另一家集團成員或分支機構（為常設機構）位於另一個司法管轄區，則其特定的外國來源收入（利息、股息、處置收益以及知識產權收入）可能須在香港繳稅。除非其通過以下測試獲得豁免或寬免或抵免：（1）香港經濟實質，（2）參與，（3）受監管的金融實體，（4）交易者身份，（5）集團内部轉移減免或（6）其他適用的法律法規。

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20/12/2024

BEPS PILLAR TWO TAX OBLIGATIONS
Members of Multinationals with Revenue more than Euro 750m is subject to a global minimum tax at least at an effective tax rate 15% per Jurisdiction basis, i.e. not only calculating on each entity’s own performance and financial position, but also considering other group members’ data in the same Jurisdiction. Top-up taxes may be liable to pay for the group’s shortage of lower than 15% tax payment, and liable to report and disclose the relevant tax obligations. Each client must consult with its ultimate holding company to ascertain the proper compliance with BEPS Pillar Two international tax reform.

ILLUSION OF NON-TAXABLE IN HONG KONG
Frequent buying & selling OF AND speculative-intended dealing OF securities and real properties are taxable in Hong Kong, despite long-period of ownership. Badges of trade analysis being applied to determine the HK taxability, unless-
 Approved as Qualifying Equity Interests (Ord. No. 33 of 2023)
 Approved as various Investment Fund regimes & obtaining tax-exemption
 Approved as Family Offices

LIQUIDITY AND IMPAIRMENT
Financial health and impairment loss estimation are two key management risk assessment factors in 2024 onwards, in view of the continuous downturn in Hong Kong economy. It is not only a global & local economic issue, but also a financial & liquidity issue, which may bring about downsizing of business and suffering in transaction price merely due to shortage of funds source in market.

LSP AND LEAVES OBLIGATIONS
The abolition of MPF offsetting arrangement will take effect on 1 May 2025, it may affect the client’s sufficiency in carrying provision amount for employee obligations, in particular of the common market losses in many MPF funds. The effects of accounting estimation should be reviewed as soon as possible before the end of reporting. Accumulated leave balance obligations should be considered, especially if many employees have not taken long-holidays leaves in the COVID-period.

AML INFORMATION RENEWAL
Despite knowing clients a long period ago, we are professionally governed by KYC & AML regulations, which demand our periodic update (say, 3 year-period) of each client’s identity information (verifying ID & address proof) and having face-to-face meetings from time to time to ensure instructions being given by right person. We understand that it is a nuisance to many clients and would minimize the unnecessary procedures as far as possible.

RENTAL INCOME & LEASE DISCLOSURE OBLIGATIONS
Highly likely uncollectible rental income is not required to recognize as Revenue (and then impaired the rent receivables) in company accounting, but Hong Kong Property Tax Return reporting, the full amount of rental income based on the lease agreement should be reported together with the bad debts.

Surrender or rent reduction agreement had better be proved by written document between landlord and tenant to avoid subsequent disputes and accounting uncertainties.

Obligations and rights on non-cancellable leases are required to disclose, provided that the relevant tenancy agreement has been signed (at or before the reporting date), stamped (duties paid & legally enforceable) and kept valid, otherwise it need not be considered in disclosures.

SPECIFIED FOREIGN-SOURCED INCOME
Legal Entity Recipient, who carrying on business in Hong Kong, of specified foreign-sourced incomes (interest, dividend, disposal gain & IP income) may be tax chargeable in Hong Kong, if it is identified as a Multinational Enterprise (MNE) Group member (including its Acting-For-Agent) with another group member or branch (being a permanent establishment) located in another jurisdiction, unless it is exempted or relieved or credited via tests of (1) Economic Substance in Hong Kong, (2) Participation, (3) Regulated Financial Entity, (4) Trader status, (5) Intra-Group Transfer Relief or (6) other applicable law & regulations.

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10/02/2023

We care about our team members career development, hoping them to develop strength in hiking over beautiful country and to grow as a tall tree.

10/02/2023

辦公時間更改
請注意我們的辦公時間，由2023年2月開始更改如下-
星期一至五: 9:00 上午 - 6:00 下午
星期六: 休息日

OFFICE HOURS CHANGED
Please note that our Office Hours is changed as below with effect from February 2023:
Monday-Friday: 9:00 am – 6: pm
Saturday: Rest Day

10/02/2023

英屬維京群島(BVI)公司條例修訂
於2023年1月1日生效的條例修訂包括-
董事名字已可公開
BVI註冊處會按申請提供公司董事名單給BVI註冊代理，惟地址ヽ國籍ヽ出生日期等資料仍會保密
財務資料要求
BVI公司需要於每一財政年度(即6月底或12月底)的9個月內呈交年報資料，包括財務資料給註冊代理，未能遵從者會被收取罰款

AMENDMENTS TO THE BVI BUSINESS COMPANIES ACT
BVI Business Companies (Amendment) Act is effective on 1 January 2023, including-
Director names be publicly available
 BVI Registrar may on application provide list of directors to registered BVI agents, but address, nationality, date of birth and other information will remain confidential
Financial information requirements
 BVI companies will be required to file (within 9 months following the end of the financial year, i.e. 30 June or 31 Dec) an annual return which will include specific financial information, and failure could lead to a penalty

09/02/2023

AML資料更新
已於2018年3月生效的《AML(反洗黑錢)條例615》涵蓋了非財經業務及專業的服務提供者。2019-2020年度已呈報資料的客戶，很多都需要再次更新及評估以符合法規的要求。例如: 近期更新了的身份證或旅遊戶照，業務的改變等等。

AML INFORMATION RENEWAL
The AML Ordinance (Cap. 615) has covered non-financial businesses and professions since March 2018. Many company information are required to update and reassess for satisfying compliance requirements of professional service provider after last update around years 2019-2020. For example, any renewed identity documents (ID Cards or Passport), any change in business operation, etc.

28/09/2021

喬遷通知
2021年11月1日起, 辦事處遷移到

香港北角英皇道255號
國都廣場19樓1905室

*** *** *** *** *** ***

We Are Moving
Starting 1 November 2021, office be relocating at

Room 1905, 19/F, Olympia Plaza
255 King’s Road, North Point, Hong Kong

19/11/2020

Circular Date: 16 November 2020
Offshore Company’s Economic Substance Laws (Supplementary)

Relevant Activities Reporting for BVI Companies

Relevant Activities
BVI company is required to declare to BVI Registration Agent whether it has carried on any following relevant activities and the related tax residency information. Details should be referred to document available in Web: Rules on Economic Substance in the Virgin Islands (10/2/2020).
 Banking business
 Insurance business
 Fund management business
 Intellectual property business
 Finance and leasing business
(being provision credit facilities, but excluding short term credit of goods supplies nor short term hiring out of equipment)  Headquarters business
 Shipping business
 Distribution and service centre business
 Holding business
(being a pure equity holding entity earning dividends and capital gains, the ownership of any other forms of investment or asset will take the legal entity outside this definition)

Deadline
For BVI company incorporated before 1 January 2019, the deadline is six months after 29 June 2020 (i.e. by the end of December 2020).
For BVI company incorporated on or after 1 January 2019, the deadline is six months after the anniversary date.

Filing Fee
Filing fee will be charged by the BVI Registration Agent in reporting, and penalty will be charged for late filing. Additional consultation fee may be charged by us or other professional service providers, depending the activity nature of client.

Information Exchange for Global Tax Compliance
Client should pay attention to and assure their proper international tax compliance in company’s activities and in shareholders’ ownership of equity shares in view of complying with the information exchange development between the BVI and other jurisdictions.

Reporting Obligation after Cessation of Annual Registration
The BVI company is still liable for its reporting obligation after its cessation of annual registration.

19/11/2020

通告日期: 2020年11月16日
境外公司『實質經濟活動法規』(補充)

BVI 公司相關活動申報

相關活動
BVI 公司必須向 BVI 註冊代理申報有沒有參與任何下列相關活動和有關稅務居民身份的資料。詳細情況可參考網上文件Rules on Economic Substance in the Virgin Islands (10/2/2020)。
 銀行業務
 保險業務
 基金管理業務
 知識產權業務
 財務和租賃業務
(指提供信貸服務，但不包括短期商品供應信貸和短期設備租賃)  總部業務
 船運業務
 物流及服務中心業務
 控股業務
(指純公司權益控股以賺取股息和資產增值，有其他方式的投資和資產的公司會排除在此定義之外)

申報期限
2019年1月1日前成立的 BVI 公司，申報期限是2020年6月29日後的6個月內。(即2020年12月底前)
2019年1月1日或之後成立的 BVI 公司，申報期限是周年成立日後的6個月內。

呈報費用
BVI 註冊代理會收取呈報費用，逾期呈報需繳付罰款。視乎客戶活動性質，我們或其他專業服務提供者有可能要收取其他的顧問費用。

資訊交換和全球稅務合規
客戶需要留意及確保公司活動和股權擁有者已適當地完成國際稅務合規要求，以符合 BVI 與其他司法管轄區的資訊交換的發展。

停止了年度註冊的申報責任
停止了年度註冊的 BVI 公司仍然需要負責其後申報的責任。

17/08/2019

Offshore Company’s Economic Substance Laws

Many offshore company jurisdictions, including BVI and Cayman Islands, passed Economic Substance Laws under international efforts of the European Union (EU) and the Organization for Economic Cooperation and Development (OECD) to regulate the tax avoidance of multinational organizations. Those Economic Substance Laws raise the tax transparency requirements and reporting obligations of all companies registered in these traditional tax havens. Unless the conditions of economic substance are satisfied, the registered company will not be accepted as a tax resident in the place of company registration. And there is a presumption that each non-accepted local tax resident company should be a tax resident in another jurisdiction which is expected to report and disclose.

In addition, banking and commercial services are demanded to comply with AML verification about owner’s identity and nature of business activities. Companies in the recent years should come across more and more know-your-customer (KYC) enquiries in operation, e.g. in bank account operation, business license registration, investment and real properties transactions, legal and accountancy services, etc.

New Recommendations to Non-Multinational Group Company & SME Business

Although the detailed guidance and reporting requirements are not yet fully issued or clarified by offshore jurisdictions, we trust the request to report each offshore company’s place of tax resident and taxpayer identification number (TIN) is unavoidable in future. In the past, we did not recommend customer to apply for registration as Non-Hong Kong Company in Hong Kong Companies Registries, as the Hong Kong law only requires the offshore companies which established a place of business in Hong Kong to apply for Hong Kong registration. Also, the registration would lead to obligations to report the business performance to the Hong Kong Inland Revenue Department for their assessment of Hong Kong Profits Tax. For the companies not having trading activities in Hong Kong and not subject to Hong Kong tax liabilities, the Hong Kong registration would create unnecessary administrative burden to prove its non-taxability status in Hong Kong. Moreover, even an offshore company has obtained registration from Companies Registry and Inland Revenue Department (IRD), it is still not able to obtain Certificate of Resident Status from IRD for enjoying tax benefits in double taxation arrangement with other countries.

In the coming days, we would like to give new general recommendations to clients maintaining offshore company registration for private or business purposes as below.

1. Client is required to review its cost/benefits analysis for continuous renewal of offshore company registration. The benefits normally include keeping a greater privacy in shares ownership and keeping bank accounts for private money remittance between different countries or locations.

2. If an offshore company client has trading activities or income not subject to income tax in Hong Kong or other jurisdictions, it needs to decide which location is the most appropriate place of tax residence for the offshore company. If the most appropriate place is Hong Kong, the company should consider obtaining Non-Hong Kong Company Registration and Business Registration Certificate as a supporting document of Hong Kong tax resident reporting in future.

3. If an offshore company is a pure equity holding company (except for dividend income and capital, it should not have financial loans due from or to other parties or other activities), it can also consider obtaining Non-Hong Kong Company Registration and Business Registration Certificate for the easy reporting and compliance purposes. If an offshore company decides not to obtain Non-Hong Kong Company Registration and Business Registration Certificate, it needs to avoid having trading income or activities be subject to reporting obligations in the jurisdiction concerned.

4. As revised and new guidelines or regulations based on the economic substance laws may be issued by offshore company jurisdictions in future, the above recommendations should be adjusted and updated periodically.