The Government published the Securities and Futures (Amendment) Bill 2026 in the Gazette on 30 October 2026. The Legislative Council Secretariat later announced that the Bill would be introduced into LegCo on 11 November 2026 for first and second reading, with the second-reading debate to be adjourned. This note summarises the official GIA releases and the gazetted Bill — general information only, not legal or investment advice. It is a Bill, not yet law. Final wording, thresholds and commencement will follow the text as passed and gazetted.
Key point: The Bill would amend the Securities and Futures Ordinance (Cap. 571) in two main respects: first, it would introduce, for REITs listed on the Stock Exchange of Hong Kong, a statutory regime similar to that under the Companies Ordinance (Cap. 622) for companies — covering schemes of arrangement or compromise and compulsory unit acquisition in takeovers and unit buy-backs; second, it would expressly bring listed collective investment schemes (CIS) within the existing regimes on market misconduct, disclosure of inside information and disclosure of interests, and certain enforcement powers.
Why a separate statutory regime for REITs
A REIT is constituted as a trust, not a company, and generally has no separate legal personality. The Companies Ordinance Part 13 mechanisms for schemes and compulsory acquisition therefore do not automatically apply. An earlier FSTB / SFC paper for the Panel on Financial Affairs noted that a REIT seeking a merger or privatisation can often proceed only indirectly, by disposing of all or a substantial part of its assets. The Bill would add a new Part IVB and Schedule 4A to the SFO, so that a listed REIT could implement a scheme of arrangement or compromise, and carry out compulsory unit acquisition, under a company-like framework, with the roles of the management company and the trustee spelled out to fit the trust structure.
Compulsory unit acquisition on a takeover or buy-back (Bill summary)
According to the Explanatory Memorandum of the gazetted Bill:
- If, after a takeover offer, the offeror has acquired (or contracted unconditionally to acquire) at least 90% in number of the units to which the offer relates, the offeror may buy out minority unitholders who did not accept the offer (“squeeze-out”).
- If the offeror controls units representing at least the relevant 90% threshold, minority unitholders also have a right to be bought out (“sell-out”).
- Similar compulsory-acquisition mechanics would apply where a REIT makes a general offer to buy back its units.
- Treasury units are excluded when calculating certain 90% thresholds.
Procedures, notices and any right to apply to the court will follow the Bill and the enacted text. Do not assume a right or a time limit on your own.
Market conduct and disclosure for listed CIS
The Bill would also amend Parts XIII, XIV, XIVA and XV of the SFO, among other provisions, so that the civil and criminal market-misconduct regimes (including insider dealing and stock market manipulation), the duty to disclose inside information on a timely basis, and duties on substantial unitholders to disclose certain interests and short positions, would expressly apply to listed CIS (open-ended fund companies already have a related regime). This mainly concerns listed funds, their management companies / officers and substantial holders — not the routine company-secretarial or profits-tax obligations of a typical private limited company.
Proposed commencement in the Bill
Clause 1 of the Bill provides that, subject to exceptions, the Ordinance would come into operation on the day it is published in the Gazette after enactment (covering the REIT regime and the market-misconduct amendments, among others). Provisions on disclosure of inside information and disclosure of interests are proposed to commence on 4 December 2027. Those dates are in the Bill and would take effect only after the Ordinance is passed — they are not yet in force.
How this differs from the pre-listing REIT stamp duty proposal
The FSTB briefing to the Panel on Financial Affairs on 6 November concerned a separate legislative proposal: stamp duty relief on transfers of non-residential property for REITs preparing to list, with a Bill targeted for the first half of 2027. It is a different agenda item from this Securities and Futures (Amendment) Bill. See our earlier note on the proposed pre-listing REIT stamp duty relief.
Practical notes for company secretaries and holding structures
- Ordinary SME annual returns, profits tax filings and private-company reorganisations are not automatically changed by this Bill; the Companies Ordinance mechanisms for companies continue to apply on their own terms.
- If a group holds units in a listed REIT, or is assessing a REIT listing, merger or privatisation, it is worth tracking the legislative progress, the 90% thresholds, minority-unitholder rights and the proposed commencement timetable, and taking professional advice.
- Until the Ordinance is passed and gazetted, the current rules continue to apply.
Sources: GIA: Securities and Futures (Amendment) Bill 2026 gazetted (30 Oct 2026) · GIA / LegCo Secretariat: 11 November meeting agenda (9 Nov 2026) · LegCo: gazetted Securities and Futures (Amendment) Bill 2026 (PDF) · LegCo Panel on Financial Affairs: FSTB/SFC paper CB(1)750/2026(04) (6 July 2026)
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