ニュースレター April 2017


Carrie Lam – Hong Kong’s New Chief Executive

The 26th March saw the election of Ms Carrie Lam as Hong Kong’s new Chief Executive for a five year term (which can be renewed once). Ms Lam faced two other candidates – a retired judge and the former Financial Secretary. Ms Lam is a life-long civil servant having served most recently in the top administrative job in Hong Kong.

Ms Lam was elected by a 1200 strong electoral college consisiting of people drawn from business and other groups. Many were appointed to the college but some were in turn elected through various constituencies. I personally had to vote for 27 of them because of my membership of three business functional constituencies. (In Hong Kong elections I get four votes – a geographical one and three others – very democratic!) Of course electing someone to the electoral college does not bind them to vote for any particular candidate so I used my time-honoured method of choosing all the prettiest females.

However I wish Ms Lam well in her new job. Many people complain that the election is fixed by China since all candidates have to be acceptable to the authorities in Beijing. I think that a Chief Executive who isn’t trusted by China would be a disaster for Hong Kong. (Some of you may recall the wasted years when Chris Patten was Governor.) Hopefully Carrie Lam will stand up for and strongly promote Hong Kong’s interests.

Jim Sutherland




Jim Sutherland(ジム・サザーランド)
Zetland Fiduciary Group(ゼットランド・フィデューシアリー・グループ)

「個人情報保管ログ(Personal Information Log)」サービス提供の開始

Zetland Fiduciary Group would like to introduce Personal Information Log (“PIL”) which is intended to facilitate the location of important documents and information in the event of death or incapacity. Its main purpose is to help with the practical difficulties of organising matters at a time when close relatives may be distressed.
Zetland’s PIL may be used simply as an aide memoire; printed as a hard copy document (and manually completed) or used as an updatable electronic document in pdf format. In the latter case the PIL should be password protected and stored securely.
Zetland’s PIL is not a Will and should not be regarded as such. It should not contain instructions about what should be done with money or possessions. It is simply a record of where your key personal records, assets and papers can be located. If you have not made a Will, you are strongly advised to do so and Zetland can assist in drafting Wills.
It is suggested that a responsible adult is made aware of the existence/location of this PIL (and access password if used) and/or a copy should be given to a close relative/executor or trusted professional adviser as a precaution against a common calamity. It is important that the PIL be kept up to date for material changes.




弊社は香港を拠点に法人や個人のお客様へ資産運用に必要なストラクチャー作りのアドバイスなどを行っております。お問い合わせは intray@zetland.biz まで。

The Destructive Power of Family Wealth by Philip Marcovici
296 pages Published by Wiley


Philip Marcovici is well known in the fiduciary/tax/legal world having worked for many years in Hong Kong and subsequently Geneva (now recently back in Hong Kong). Philip’s book is an excellent guide to the essentials of wealth planning for families with many examples of what can go wrong and what constitutes best practice. Among the points Philip makes:

  • Any amount of wealth can cause family tensions – this book is not just about the super rich
  • The days of simply hiding cash and assets offshore and hoping they would not be discovered are well and truly over given Foreign Account Tax Compliance Act, Common Reporting Standard and anti-money laundering laws
  • Lengthening life spans, globalisation of family relationships and the prevalence of divorce and gold-digging spouses bring challenges to wealth preservation
  • Advisors are not always to be trusted – they may have agendas at odds to the best interests of families – checks and balances are always desirable

Philip’s remedies are essentially to think about things carefully; to plan properly and hold open discussions within the family. He is very conscious of the cultural constraints facing families in Asia in particular.

This is a book that is recommended to both practitioners and families. It can be purchased through Amazon.

James C Sutherland

「The Destructive Power of Family Wealth by Philip Marcovici」



  • 資産額に関係なく全ての資産レベルにおいて資産は家族に争いをもたらす。つまり、家族資産問題は富裕層に限定された問題ではない
  • FATCA(外国口座税務コンプライアンス法)、CRS(共通報告基準)、マネーロンダリング対策法が施行された今日、オフショアへの資産隠しの時代は既に過去のものである
  • 寿命の伸び、家族構成のグローバル化、増える離婚件数、玉の輿狙いなど、資産保全に対するチャレンジの増加
  • アドバイザーの全てが信頼できるわけではないこと。アドバイザーが家族の有益を一番に考慮しているとは限らないため、アドバイザー任せにはできない




James C Sutherland

Opening the new Zetland office in China


We would like to announce opening the new Zetland office in China. After several months for preparation, Zetland Fiduciary Group Limited, Beijing Office was formally established on February 13, 2017.

As the core of the northern market in Mainland China, Beijing office will provide professional, perfect and convenient business services with the clients located in Northern China.

The Beijing office address: Room 405, Block A Grand Pacific Building, No.8A Guanghua Road, Chaoyang District, Beijing,China
Contact: + 86 010 86 ext 22
Mail: albertt@zetland.biz



住所:Room 405, Block A Grand Pacific Building,No.8A Guanghua Road, Chaoyang District, Beijing,China
電話番号: + 86 010 86 ext 22

Hong Kong extends the list of reportable jurisdictions for AEOI purposes.


Hong Kong announced its support for the implementation of Automatic Exchange of Financial Account Information (AEOI) in September 2014.
Under the AEOI standard financial institutions in Hong Kong are required to identify and report to the Inland Revenue Department (IRD) the financial accounts held by tax residents of overseas reportable jurisdictions in accordance with due diligence procedures on annual basis. The first reporting of information to the IRD will be due in May 2018. Since Hong Kong is not a sovereign jurisdiction, it cannot be a direct signatory to the OECD multilateral agreement. In order to exchange financial account information with other jurisdictions, Hong Kong needs to have or enter into a Double Taxation Agreements or Tax Information Exchange Agreements and to conclude a Competent Authority Agreement with the targeted jurisdiction.
On 16th of March Hong Kong signed a Competent Authority Agreements with 6 countries – Belgium, Canada, Guernsey, Italy, Mexico and the Netherlands for conducting automatic exchange of financial account information in tax matters. These countries will join the United Kingdom, Japan and Korea as reportable jurisdictions under the IRD Ordinance which already came into effect on June 30th 2016.
For further information, please contact Alina at alinam@zetland.biz.




ゼットランドでは香港本社にて香港法人の設立や税務会計サービスを提供しています。お問い合わせは intray@zetlan.biz まで。

Major amendments to the Singapore Companies Act and Limited Liability Partnership Act


Singapore will be making significant changes to its Companies Act and Limited Liability Partnership Act, which will come into effect from 31 March 2017. The Companies (Amendment) Bill 2017 and Limited Liability Partnerships (Amendment) Bill were passed in Parliament on 10 March 2017, to ensure that our corporate regulatory regime continues to stay robust and supports Singapore’s growth as a global hub for businesses and investors. It also aligns Singapore with more stringent international standards for combating money laundering and terrorism financing.

The objectives and the changes are as follows:

  1. Make the ownership and control of business entities more transparent
    To uphold Singapore’s reputation as a trusted and clean financial hub, the ownership and control of business entities will be made more transparent with all companies and Limited Liability Partnerships (“LLPs”), unless exempted. With effect from 31 March 2017, all companies and LLPs are required to obtain and maintain beneficial ownership information. These information are not made available to the public but are to be maintained at the registered office of the registered filing agent or the company’s/LLP’s registered office. Two new registers are being introduced.

    1. Register of Controllers
      A beneficial owner or a controller can be an individual or a legal entity that has more than 25% interest in or control over a company. If 2 or more individuals/legal entities jointly have an interest in a share, or jointly hold a right, each is considered as having an interest in that share, or as holding that right.
    2. Register of Nominee Directors
      Locally incorporated companies will be required to disclose their nominee status and nominators of their companies. Information to be included in the register are prescribed particulars of the person of whom the director is a nominee, and any changes in director’s particulars and/or status as nominee. This reduces the risk of nominees being facilitators of money laundering and terrorist financing.

    In addition, companies and LLPs will be given the option not to use the common seal. Companies can choose to retain the use of common seal based on business needs.
    The above amendments will take effect on 31 March 2017.

  2. Boost Singapore’s Competitiveness as a Business Hub
  3. Introduction of an inward re-domiciliation regime which allows foreign corporate entities to transfer their registration to Singapore.
    Foreign entities must be bodies corporate that can adapt their legal structure to the companies limited by shares structure under the Companies Act. In addition, they must meet certain prescribed requirements and their application will be subject to the Registrar’s approval.

    This legislation amendment will take effect within the first half of 2017.

  4. To reduce the compliance costs and administrative burden of companies including small medium enterprises.
    1. Private companies need not hold Annual General Meetings subject to specified safeguards.
    2. The timelines for holding AGMs and filing of Annual Returns will be aligned with the companies’ financial year, to simplify the requirements.
      The above amendments are targeted to be implemented early 2018.

Zetland is a registered filing agent with the Accounting and Corporate Regulatory Authority of Singapore. We will devise a proper and adequate procedure to identify, obtain and update information on their ultimate beneficial owners or controllers. Notices will be sent to potential individuals to ensure they are aware of these details.
Source: ACRA website www.acra.gov.sg
For more information, you may contact Ms Su Lee Chan, General Manager of Zetland Singapore at suleec@zetland.biz or +65 65572071



  1. 透明性改善

    1. 支配人(最終受益者)の登記
    2. ノミニー取締役の登記

    また、法人及びLLPにおいて公印(Common Seal)の規定が廃止になります。これにより、公印の使用は任意となります。


  2. 国際事業のハブとしてのシンガポール



  3. 中小企業に対する企業の負担軽減
    1. 非上場企業において年次総会開催義務の免除(一定の条件を満たすことが必要)
    2. 年次総会開催日と財務諸表の公表期限を同一にする



ゼットランドのシンガポール支部では、シンガポール法人設立及び管理を初め、税務・会計サービスを提供しています。お問い合わせは intray@zetland.biz まで。

Hong Kong Tax
Tax Treatment of Royalty Income derived from licensing of
Intellectual Property Rights


Under the “territorial source” concept for Hong Kong taxation, different tax treatments apply to the royalty income for the use of intellectual property (“IP”) received by either a Hong Kong resident (i.e. a person who carries on trade or business in Hong Kong) or a non-Hong Kong resident.

In general, IP refers the following intangible assets:

  • Registered trademark
  • Patent right
  • Copyrights
  • Registered design
  • Trade secrets (undisclosed commercial information)
  • Protection of layout-design (topography) of integrated circuit
  • Plant varieties protection

The board guiding principle in determining the source of royalty income is that “one looks to see what the taxpayer has done to earn the profits in question and where he has done it”.

Royalty Income Received by a Hong Kong resident…

The Inland Revenue Department (“IRD”) generally follows Section 14 of the Inland Revenue Ordinance (“IRO”) for royalties derived from the licensing of IP by a Hong Kong resident but has different views on the source of royalty income in the scenarios below:

  1. The IP is created or developed by the Hong Kong resident

    The source of the royalty income is determined by the place where the IP was developed as the effort and expenses in developing the IP were very likely incurred in Hong Kong. In addition, the place of use of the IP is not relevant in determining the source of royalty income. As such, the royalty income derived from licensing of IP is fully taxable under Hong Kong Profits Tax.

  2. The IP is purchased by the Hong Kong resident

    If the Hong Kong resident acquired the proprietary interest of the IP, the place where the IP being used by the licensee is used in determining whether or not the royalty income is subject to Hong Kong Profits Tax. In other words, royalty income derived from the licensee for the use of IP in Hong Kong is taxable while royalty income derived from the licensee for the use of IP overseas is not taxable.

  3. The IP is not owned by the Hong Kong resident

    If only the licence to use the IP is obtained from its owner by the Hong Kong resident which then sub-licenses the IP to another party outside Hong Kong, the place of acquiring and granting the license is taken in determining the source of the royalty income. In other words, if both the acquisition of the licence to use the IP and granting of the sub-licence are in Hong Kong, the royalties derived from sub-licensing the IP is sourced from Hong Kong and subject to Profits Tax.

Royalty Income Received by a Non-Hong Kong resident…

For royalties from Hong Kong received by or accrued to a non-Hong Kong resident not carrying on business in Hong Kong, the IRD follows Section 15(1)(a), (b) and (ba) of the IRO instead of Section 14 of the IRO in charging the non-Hong Kong resident for such royalty income. The royalties, not otherwise chargeable to Profits Tax, shall be deemed to be receipts arising or derived from Hong Kong from a trade, profession or business carried in Hong Kong and the assessable profit of the royalty income is deemed to be 30% of the gross receipts (the percentage would be changed due to double tax agreement / arrangement entered into between Hong Kong and the respective country of the non-Hong Kong resident as tax resident). However, if the payer and recipient of the royalty income are associated and the IP was once owned in Hong Kong, the full amount of the royalties is deemed to be the assessable profit.

Should you require further details or assistance on the above, please contact us at tax@zetland.biz.

所得税について、領土内取得課税主義(Territorial Source Principle)を取っている香港では、知的財産対するロイヤルティ収入への課税は、香港居住者と非居住者の間において異なる課税方式を取っています。


  • 商標権
  • 特許
  • 著作権
  • 登録意匠
  • 企業秘密
  • 集積回路のデザイン保護
  • 植物品種保護


  1. 知的財産が香港居住者によって開発・作成された場合
  2. 知的財産が開発された労力と経費が香港で発生したと見なされるため、ロイヤルティ収入の源泉はその知的財産が開発された場所によって決定されます。知的財産の使用場所はロイヤリティ収入の源泉とは無関係になります。この場合において、知的財産のライセンス料として発生するロイヤリティ収入の全額が香港にて所得税の対象となります。

  3. 知的財産を香港居住者が購入した場合
  4. もし、香港居住者が知的財産の所有権を取得した場合、どこでその知的財産が使用されたかが香港にて課税対象となるの基準となります。香港にて使用された場合は香港での所得税対象となり、香港外で使用された場合には香港では所得税の対象とはなりません。

  5. 知的財産の所有者が香港居住者でない場合
  6. 知的財産の使用権を非居住者のオーナーから香港居住者が取得した場合において、そしてそれを香港外にサブライセンス(使用再許諾契約)した場合において、どこで使用再許諾契約が締結されたかが問われます。つまり、香港にて締結された場合は香港にて所得税の課税対象となります。


香港非居住者が香港からロイヤルティ収入を受け取る場合、その非居住者が香港にて事業を行っていない場合において香港税務条例のSection 15(1)(a),(b)に従い、その使用料対価の30%が課税されます(実際の税率は租税条約など他の条件で変わります)。ただし一定の関連者が支払うロイヤルティについて知的財産が香港で保有されていた事実があると認められる場合においては、ロイヤルティの全額が課税対象となります。

ゼットランドでは香港を拠点に、法人設立から会計・税務サービスまでを一環して提供しています。お問い合わせは日本語で intray@zetland.biz まで