Form SBUL2 Stock Borrowing and Lending Agreement Registration
Register your stock borrowing and lending agreement in Hong Kong using Form SBUL2. Learn the requirements and steps for proper submission.
SBUL2 at a glance
- Official title
- Stock Borrowing and Lending Agreement Registration Form
- Issued by
- Inland Revenue Department
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form SBUL2 Stock Borrowing and Lending Agreement Registration Form
The Form SBUL2 Stock Borrowing and Lending Agreement Registration Form is the prescribed document used to register a stock borrowing and lending agreement with the Hong Kong authorities. Any participant in the Hong Kong securities market who enters into a stock borrowing or lending arrangement must file this form to comply with the disclosure and regulatory requirements under the Securities and Futures Ordinance (Cap. 571) and related rules. The Securities and Futures Commission (SFC) oversees the framework, and the form serves as the official record of the agreement's existence and its key terms.
What Is SBUL2 Stock Borrowing Agreement Registration?
SBUL2 registration is the process by which parties to a stock borrowing and lending agreement provide formal notice to the Securities and Futures Commission of the agreement's creation. The Securities and Futures Commission (SFC) requires that every stock borrowing and lending agreement between participants of the Hong Kong securities market be registered using the prescribed form. The filing captures essential information about the agreement, including the identities of the parties, the terms of the borrowing and lending, the securities involved, and the duration of the arrangement. Registration is a condition precedent to the lawful execution of stock borrowing and lending transactions under the relevant regulatory framework.
Hong Kong Stock Lending Agreement Form Requirements
The Hong Kong stock lending agreement form, SBUL2, must contain specific particulars for it to be accepted by the SFC. The form requires the following information:
- The full legal names and addresses of each party to the agreement.
- The capacity in which each party acts (for example, principal or agent).
- The date the agreement was signed.
- A description of the securities subject to the borrowing and lending, including class, number, and any identifying codes (such as stock exchange stock codes).
- The key terms of the borrowing and lending, including the loan period, the borrowing rate (if any), and the arrangements for collateral.
- The signature of each party or their authorised representative.
The form must be completed accurately and in full. Any omission or error may result in the rejection of the registration, delaying the commencement of borrowing and lending activities.
How to Register a Stock Lending Agreement Using SBUL2
To register a stock lending agreement using SBUL2, the filer must submit a completed copy of the form, together with a certified true copy of the stock borrowing and lending agreement itself, to the Securities and Futures Commission. The submission can be made by post or by hand to the SFC's office. There is no electronic submission facility for SBUL2 at the time of writing; the form must be on paper.
The filing party is typically one of the parties to the agreement, usually the borrower or the lender, depending on the arrangement. The SFC does not charge a registration fee for Form SBUL2, but the filer should verify current practice with the SFC before submitting.
After receipt, the SFC will examine the form and the accompanying agreement. If the documentation is in order, the SFC will register the agreement and return a stamped copy to the filer as confirmation. The registration process generally takes several working days, and the parties should not execute transactions under the agreement until they receive the stamped copy.
Stock Borrowing Agreement Hong Kong: Key Parties Involved
A stock borrowing agreement in Hong Kong involves at least two parties: the lender and the borrower. The lender is the party that transfers legal title to the securities to the borrower for a specified period, and the borrower is the party that receives the securities and agrees to return equivalent securities (or the same securities) at the end of the loan term. Both parties must be participants of the Hong Kong securities market, meaning they must be licensed or registered with the SFC or be otherwise eligible under the Securities and Futures Ordinance. The form requires the parties to specify their SFC licence or registration number, if applicable.
Submission Process for Form SBUL2
The submission process for Form SBUL2 involves the following steps:
- Complete the form in English or Chinese. The form is bilingual, and each field must be filled in legibly.
- Attach a certified true copy of the stock borrowing and lending agreement. The certification must be made by a person authorised to do so under Hong Kong law, such as a solicitor, a notary public, or a certified public accountant.
- Send the documents to the Securities and Futures Commission at its office address. The current address for submissions is published on the SFC's website.
- Retain a copy of the submitted form and the stamped copy once returned by the SFC.
The SFC will not accept incomplete submissions. If the form or the agreement is missing required information, the SFC will return the documents for correction and resubmission.
Key Supporting Information for the Filing
When preparing Form SBUL2, the filer must ensure that the stock borrowing and lending agreement attached to the form contains all the terms that the parties intend to rely on. The SFC requires that the agreement be a complete and binding document, not a draft or a heads of terms. The agreement must also be executed by all parties before filing.
The agreement should clearly identify the securities that form the subject of the borrowing and lending. If the agreement covers multiple types of securities, a schedule listing each type and its quantity is acceptable. The SFC may request additional information if the description of the securities is insufficient.
The parties should also confirm that they are compliant with all relevant requirements under the Securities and Futures Ordinance, the Hong Kong Stock Exchange rules, and other applicable regulations before registering the agreement. The SFC may reject a registration if it determines that the agreement contravenes any regulatory requirement.
Post-Registration Obligations
After the Securities and Futures Commission registers the stock borrowing and lending agreement using SBUL2, the parties must maintain a stock borrowing ledger in the form prescribed under the Securities and Futures Ordinance. The ledger must record each individual stock borrowing and lending transaction executed under the registered agreement. The ledger must be kept at the parties' principal place of business in Hong Kong and be available for inspection by the SFC upon request.
The parties must also notify the SFC of any material amendment to the registered agreement. A material amendment includes a change in the parties' identification details, a change in the securities covered, or a change in the key terms of the borrowing and lending. Notification of an amendment is made using a fresh Form SBUL2, indicating that the submission is an amendment.
Regulatory References
The requirement to register stock borrowing and lending agreements using Form SBUL2 arises under the Securities and Futures Ordinance (Cap. 571) and the Securities and Futures (Stock Lending) Rules. The Securities and Futures Commission publishes the form on its website and updates it periodically. The current version of the form can be downloaded from the SFC's forms and publications section: https://www.sfc.hk/. The SFC also provides guidance notes that accompany the form, explaining each field in detail. Filers should consult the guidance notes before completing the form to ensure compliance.
How to fill out Form SBUL2
Page one of the official form. Every field named below appears on it in the same order.
1. 協議日期 Date of Agreement
Enter the date the stock borrowing and lending agreement was signed, in day/month/year format. This date must match the date on the executed agreement you attach.
2. 協議終止日期 (如有的話) Agreement expiry date (if any)
If the agreement has a fixed expiry date, enter it in day/month/year format. Leave blank if the agreement is open-ended.
3. 協議下進行第一宗香港證券借用交易日期(如已進行的話) Date of first stock borrowing transaction of Hong Kong stock under the Agreement (if already effected)
If a borrowing transaction has already taken place under this agreement, enter the date of that first trade in day/month/year format. If no transaction has occurred yet, leave this box blank.
4. 借用人詳情 Borrower’s Particulars
- 姓名 Name: Enter the borrower’s full name in English, surname first, using BLOCK LETTERS.
- 是否香港居民/公司 Hong Kong Resident/Company?: Tick “Yes” or “No”.
- 香港身分證/護照/商業登記號碼 H.K. Identity card/Passport/Business Registration No.: For an individual, enter the Hong Kong Identity Card number; if none, enter the passport number. For a company, enter the Business Registration number (found on the BR certificate). See Note 1.
- 成立地點 Place of incorporation: For a company, enter the jurisdiction where it was incorporated.
- 成立日期 Date of incorporation: For a company, enter the date of incorporation in day/month/year format.
- 地址 Address: Provide the full correspondence address. This address will be used for all future official communications (see Note 4). Include Flat/Room, Block, Floor, Building Name, Street Name/Number, and District.
- 區域 Area Code: Select H (Hong Kong), K (Kowloon), N (New Territories), or O (Overseas).
5. 借出人詳情 Lender’s Particulars
Complete the same fields as for the borrower: Name, Hong Kong Resident/Company status, Identity/Passport/BR number, Place and Date of incorporation, full Address, and Area Code.
Declaration and Signature
- The declaration states that the information on the form and any attached sheets is true and correct, and that the attached agreement meets the conditions in section 19(16) of the Stamp Duty Ordinance.
- 簽署 Signature: The borrower must sign here. The form must be completed and signed by the borrower only (see Note 2).
- 借用人姓名 Name of Borrower: Print the borrower’s name in English.
- 電話號碼 Telephone No.: Enter a contact telephone number.
- 日期 Date: Enter the date of signing in day/month/year format.
Common mistakes: The date in box 1 must match the date on the executed agreement. The borrower’s address in box 4 is the official correspondence address. Do not use the lender’s address for correspondence. The form must be signed by the borrower, not the lender. Delete “I” or “We” as appropriate.
Required attachments (from Notes): (i) one executed copy of the agreement plus one certified true copy, OR two certified true copies; (ii) one completed registration form; (iii) a cheque for HK$270.00 payable to “The Government of the Hong Kong Special Administrative Region”.
Download the current form - always file the version on the issuing authority's site, not a copy.
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