Duties and Liabilities of Responsible Officers Under the SFO

All registered firms such as securities / futures companies, fund management firms, financial advisory companies and corporate finance firms will need to be licensed by the SFC to conduct regulated activities. Each licensed corporation requires at least 2 Responsible Officers (RO). How do you become an RO and what are the duties and liabilities for ROs?

Detailed Information

  • Appointment of a responsible officer – who is eligible? What prior businesses / experiences would be required and RO?  What is meant by “fit & proper”?
  • Application for licence and usual conditions imposed on ROs
  • Exemptions from requirements, e.g. exam requirements, residency requirements, etc.
  • Grounds for rejection of an RO
  • Functions and duties of an RO under the SFO
  • Codes of Conduct applicable to an RO
  • Interaction with the SFC’s Manager-in-Charge regime
  • Potential misconduct of an RO under the SFO
    • Personal misconduct
    • Supervisory failures
    • Internal controls of the licensed corporation
  • Potential liability for ROs, e.g. disciplinary (suspension of licence/ fines) / civil / criminal
  • Regulatory approach to ROs and their role
  • RO’s role in investigations:
    • Structuring an internal investigation
    • Self reporting to regulators
    • Responding to regulatory inquiries
  • Money laundering – suspicious transaction reporting and liability of ROs

Registration Conditions

To view our registration conditions click here.