Funds

Professional Investor (Hong Kong)

A professional investor in Hong Kong is a person within the definition in section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571). It covers institutions such as banks, licensed intermediaries, insurers, authorized funds and governments, and classes prescribed by the Securities and Futures (Professional Investor) Rules (Cap. 571D): individuals with a portfolio of at least HK$8 million, corporations and partnerships with a portfolio of at least HK$8 million or total assets of at least HK$40 million (some corporations qualify instead through ownership), and trust corporations with at least HK$40 million in total assets under trust. Fund managers use the status to offer funds privately, and licensed firms use it to apply certain exemptions in the SFC's Code of Conduct.

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The status matters most when a Hong Kong-facing private fund is offered. Section 103 of the SFO makes it an offence to issue an advertisement, invitation or document inviting the public to invest in securities or a collective investment scheme unless the SFC has authorized it. Section 103(3)(k) disapplies that offence for material about investments that are, or are intended to be, disposed of only to professional investors. That is why subscription documents for many private funds sold in Hong Kong ask each investor to confirm that it is a professional investor and to provide evidence.

Who counts as a professional investor

The definition has two parts: institutions named in paragraphs (a) to (i), and classes prescribed by rules under paragraph (j). The SFC Code of Conduct uses three labels for these groups (paragraph 15.2).

Category	Who qualifies	Test	SFC Code term
Institutions (SFO Sch 1, paras (a) to (i))	Exchanges and clearing houses, intermediaries and overseas-regulated investment firms, banks, insurers, SFC-authorized collective investment schemes, or similarly constituted overseas schemes (permitted to operate where regulated), and their operators, MPF and ORSO schemes, governments (other than municipal), central banks, multilateral agencies, and certain wholly owned subsidiaries and holding companies of intermediaries and banks	Status, not a money test	Institutional Professional Investor
Individuals (Cap. 571D, s.5)	An individual, counting their own account, joint accounts with a spouse or child, their share of other joint accounts, and a wholly owned investment-holding company	Portfolio of at least HK$8 million	Individual Professional Investor
Corporations (Cap. 571D, s.6)	(a) A corporation; (b) an investment-holding corporation wholly owned by persons listed in s.6(b), such as qualifying individuals, corporations, partnerships, trust corporations or certain institutions; (c) a corporation that wholly owns a corporation under (a)	(a) Portfolio of at least HK$8 million or total assets of at least HK$40 million; (b) and (c) qualify through ownership, with no separate money test	Corporate Professional Investor
Partnerships (Cap. 571D, s.7)	A partnership	Portfolio of at least HK$8 million or total assets of at least HK$40 million	Corporate Professional Investor
Trust corporations (Cap. 571D, s.4)	A trust company registered under Part 8 of the Trustee Ordinance, or a similar corporation regulated outside Hong Kong	Total assets of at least HK$40 million entrusted to it under the trusts it acts for	Corporate Professional Investor

What counts as a portfolio. Section 2 of Cap. 571D limits a portfolio to securities, certificates of deposit issued by an authorized financial institution or a regulated overseas bank, and money held by a custodian. Property held directly does not count, though securities such as REIT units or shares do. Amounts in Hong Kong dollars include their equivalent in any foreign currency (section 2A), so a US dollar or euro portfolio can qualify. The "total assets" test for corporations, partnerships and trust corporations is wider, because it is not limited to a portfolio.

Joint and indirect holdings. For an individual, section 5 counts a portfolio on a joint account with an "associate", which the Rules define as a spouse or any child. For a joint account with anyone else, only the individual’s share counts: the share set by written agreement or, failing one, an equal share. A portfolio held by an investment-holding company wholly owned by the individual also counts.

How status is evidenced

Section 8 of Cap. 571D says how the portfolio or total assets are ascertained. The time limits run from the "relevant date", which for an advertisement, invitation or document under section 103(3)(k) is the date it is issued (section 2). Other dates apply to calls, offers and other cases.

Evidence (Cap. 571D, s.8)	Who can use it	How recent
Most recent audited financial statement	Trust corporations, corporations and partnerships	Prepared within 16 months before the relevant date
Statement of account or certificate from a custodian	All categories in the Rules, including individuals	Issued or submitted within 12 months before the relevant date
Certificate from an auditor or certified public accountant	All categories in the Rules	Within 12 months before the relevant date
Public filing by or for the investor	All categories in the Rules	Within 12 months before the relevant date

In our view, a fund team should record which category the investor relies on, which document proves it, and the document date measured against the relevant date for that offer. A self-certification tick box with no supporting document does not, on its own, meet section 8.

Professional investors under the SFC Code of Conduct

Paragraph 15 of the SFC's Code of Conduct sets out when licensed or registered firms may disapply certain client-protection requirements for professional investors. Paragraph 15.1(b) says that, apart from the exemptions, all Code requirements, including acting honestly and fairly and in the client's best interests, must still be strictly observed.

Institutional Professional Investors. Firms are automatically exempt from the provisions in paragraphs 15.4 and 15.5.
Corporate Professional Investors. To use the 15.4 exemptions (such as those on establishing the client's financial situation and suitability), the firm should comply with 15.3B and be reasonably satisfied, after a written assessment, that the client has an appropriate corporate structure, investment process and controls, that its decision-makers have sufficient investment background, and that it is aware of the risks (15.3A). The assessment is product- and market-specific and should be redone if the client has ceased to trade in the relevant product or market for more than 2 years. For the 15.5 exemptions only, 15.3B is enough.
Individual Professional Investors. Only the 15.5 exemptions are available.

Before disapplying any of these provisions for corporate or individual professional investors, the firm should obtain a signed declaration of consent, fully explain the consequences and the right to withdraw, and specify the products and markets covered. It should then confirm every year that the client still meets the Rules, and remind the client in writing of the consequences and the right to withdraw (15.3B). If 15.3B is not complied with in any aspect, no exemptions apply unless the Code states otherwise (15.2).

Professional investor status and KYC

Professional investor status is a securities-law classification. It does not reduce anti-money laundering duties. The SFC's AML/CFT Guideline for licensed corporations sets out simplified due diligence by customer type, such as financial institutions, listed companies, certain investment vehicles and government bodies (paragraph 4.8.3); it does not refer to professional investor status as a basis for simplified measures. Some professional investors, such as banks (institutional professional investors) or listed companies that qualify as corporate professional investors, may qualify for simplified due diligence because of their customer type (4.8.3), not their professional investor status, and even then simplified due diligence only relieves the firm of identifying and verifying beneficial owners (4.8.1). A wealthy individual who qualifies with an HK$8 million portfolio still goes through full customer due diligence, and in our view a high-risk relationship may need source of wealth evidence that goes beyond the portfolio statement used for eligibility. Our guide to SFC AML requirements for asset managers covers those duties.

For the equivalent tests in the US, Singapore, the UK and the EU, see accredited investor requirements.

What fund operations teams should collect

The category the investor relies on (institution, individual, corporation, partnership or trust corporation) and the paragraph or section behind it.
The supporting document under section 8, its issuer and date, and the relevant date it was measured against.
For licensed intermediaries applying Code exemptions: the signed consent, the explanation given, the products and markets covered, the 15.3A assessment for corporate clients, and the date of the next annual confirmation.
Separately, the KYC file: identity, beneficial owners, sanctions and PEP screening, and risk rating. Our LP onboarding checklist sets this out step by step.

Key points

Defined in Schedule 1 to the SFO, with prescribed classes in the Securities and Futures (Professional Investor) Rules (Cap. 571D)
Individuals need a portfolio of at least HK$8 million; corporations and partnerships HK$8 million in portfolio or HK$40 million in total assets (some corporations qualify through ownership instead); trust corporations HK$40 million in total assets
A portfolio means securities, certain certificates of deposit and money held by a custodian; foreign-currency equivalents count
Evidence: an audited financial statement within 16 months, or a custodian statement, auditor or accountant certificate or public filing within 12 months, of the relevant date
Status supports private offers under SFO section 103(3)(k) and certain SFC Code exemptions, but it does not reduce AML customer due diligence

How One Constellation helps

One Constellation gives fund managers, administrators and transfer agents an investor onboarding portal that collects investor documents alongside identity verification, KYB and beneficial-owner records, and sanctions, PEP and adverse-media screening, with case management for reviews. Eligibility decisions stay with your legal and compliance team.

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Frequently asked

What is a professional investor in Hong Kong?+

A person within the definition in Schedule 1 to the Securities and Futures Ordinance. It covers institutions such as banks, licensed intermediaries, insurers, authorized funds and governments, and individuals, corporations, partnerships and trust corporations that meet the tests in the Securities and Futures (Professional Investor) Rules (Cap. 571D).

How much money do you need to be a professional investor in Hong Kong?+

An individual needs a portfolio of at least HK$8 million. A corporation or partnership needs a portfolio of at least HK$8 million or total assets of at least HK$40 million, although some investment-holding and parent corporations qualify through ownership instead. A trust corporation needs total assets of at least HK$40 million under the trusts it acts for. Foreign-currency equivalents count.

Does property count towards the HK$8 million portfolio?+

No. Under Cap. 571D a portfolio consists of securities, certificates of deposit issued by an authorized financial institution or a regulated overseas bank, and money held by a custodian. Property held directly is not on that list, though securities such as REIT units or shares count. The HK$40 million total assets test for corporations, partnerships and trust corporations is not limited to a portfolio.

What documents prove professional investor status?+

For corporations, partnerships and trust corporations, the most recent audited financial statement prepared within 16 months before the relevant date. For any category in the Rules, a custodian statement or certificate, an auditor or certified public accountant certificate, or a public filing issued or submitted within 12 months before the relevant date.

Do professional investors still need KYC?+

Yes. Professional investor status is a securities-law classification. The SFC's AML/CFT Guideline bases simplified due diligence on customer type, such as financial institutions or listed companies, not on professional investor status, and simplified due diligence only relieves beneficial-owner identification, so individuals and companies that qualify still go through customer due diligence and screening.

Is a Hong Kong professional investor the same as a US accredited investor?+

No. They are separate tests under different laws, with different thresholds and evidence rules. An investor may meet one and not the other, so a fund offered in both places checks each test separately.

Sources

This entry is general information, not legal advice. Check the current text with the regulator before relying on it. Sources read on 8 November 2026.

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