2026.09.23 XIE, Qing (Natasha)、Austin ZHANG、Yongze LI
On September 11, 2026, the China Securities Regulatory Commission (CSRC) issued the Measures for the Supervision and Administration of Futures Companies (the “Measures”), which will take effect on January 1, 2027. The Measures comprise of seven chapters and 85 articles. They aim to strengthen the regulation of futures companies on a whole-process basis, enhance the corporate governance and internal control of futures companies, and strengthen supervision over the shareholders and de facto controllers of futures companies.
This briefing provides an analysis of the key provisions in the Measures.
I. Establishment of a Business Classification Framework for Futures Companies
The Measures divide the businesses of futures companies into primary business and trading related business. They impose tiered registered capital and net capital thresholds on futures companies, which increase progressively with the complexity of the business activities.
The requirements are as follows:
Type | Business Scope | Minimum Registered Capital |
Primary Businesses | Domestic futures brokerage | Not less than RMB 100 million |
Domestic futures brokerage and futures trading advisory | Not less than RMB 200 million | |
Trading Related Businesses | Futures market making | For one business: not less than RMB 500 million. For two or more businesses: not less than RMB 1 billion. |
Futures asset management | ||
Derivatives trading |
When a futures company applies to add any of the foregoing businesses, it shall obtain approval from the CSRC. Each application may cover one only additional business, and at least six months shall have elapsed since the CSRC approved the previous application for the additional business. The Measures require futures companies to meet a series of conditions with respect to areas such as staffing, internal governance and the minimum duration of continuous operation.
The Measures further provide that a futures company shall have maintained net capital in compliance with the applicable thresholds over the preceding six months. Specifically:
Where a futures company applies to add a primary business, its net capital shall have been no less than RMB 200 million over the preceding six months;
Where a futures company applies to add one trading related business, its net capital shall have been no less than RMB 500 million over the preceding six months;
Where a futures company applies to add a second or subsequent trading related business, its net capital shall have been no less than RMB 1 billion over the preceding six months.
II. Integrating Financial Businesses of Risk Management Subsidiaries Back into Futures Companies for Unified Operation
Currently, futures market making and derivatives trading businesses are operated mainly by the risk management subsidiaries of futures companies under the self-regulatory oversight of the China Futures Association. The Measures integrate these businesses back into futures companies for licensed operation, subject to administrative licensing and regulatory supervision by the CSRC.
The Measures require futures companies to establish dedicated departments for conducting futures market making business and prohibit them from delegating all or part of their futures market making business to any other institution or individual. Futures companies shall establish business segregation mechanisms and ensure that futures market making business is strictly segregated from futures brokerage, futures trading advisory, futures asset management and other businesses in terms of personnel, capital, trading seats and accounting.
The Measures provide that where a futures company conducts futures market making, futures asset management or derivatives trading businesses, it shall apply to open separate dedicated accounts and use such dedicated accounts for trading. We understand that regulators will issue further detailed rules with respect to futures companies conducting derivatives trading business.
III. The Further Regulation of Asset Management Business
The Measures require futures companies to focus on their principal business and increase the proportion of their futures asset management and derivatives trading businesses. The proprietary funds of futures companies and the asset management plans established by futures companies shall not invest in unlisted stocks, equities or non-standard debt assets. The net scale of funds raised under the asset management plans established by a futures company shall not exceed five times the net scale of the funds raised under its futures and derivatives asset management plans. Other types of asset management plans established by futures companies shall utilize futures or derivative instruments to conduct risk management for the assets allocated by such asset management plans. The Measures also emphasize that where a futures company conducts futures asset management business, the asset management plans shall be genuinely and actively managed by the company as the manager, so as to curb the “channelization” of asset management business.
IV. Transitional Arrangements
To facilitate the smooth implementation of the Measures, the CSRC concurrently issued the Circular on Matters Concerning the Implementation of the Measures for the Supervision and Administration of Futures Companies (the “Circular”). The Circular sets out the following phased exit arrangements:
Prior to the implementation of the Measures, if a futures company or its domestic subsidiaries had already conducted futures market making, derivatives trading or asset management businesses, the futures company shall apply for the relevant business qualifications by December 31, 2027, without being subject to the restriction that “each application may only cover one additional business, and there shall be an interval of no less than six months between successive applications”;
Prior to the implementation of the Measures, if a subsidiary had already conducted futures market making, derivatives trading or asset management businesses, it shall fully exit such businesses by July 1, 2028;
After the implementation of the Measures, futures companies or their subsidiaries that have already conducted asset management business but have not yet obtained futures asset management business qualifications under the Measures shall not engage in any new asset management business and shall terminate their asset management plans by December 31, 2028.
V. Strengthening the Look-through Supervision of Shareholding and the Governance Requirements for Futures Companies
The Measures significantly enhance look-through supervision over shareholders and de facto controllers. They require futures companies and their shareholders to explain their shareholding structures and provide information on their de facto controllers, ultimate beneficial owners and ultimate equity holders, as well as information on their affiliated relationships and their concerted action arrangements with other shareholders. The Measures further enhance transparency in shareholding by specifying that shareholders, de facto controllers and other affiliated enterprises of a futures company shall not enter into cross-shareholding or circular shareholding arrangements with the futures company. The Measures also continue to apply the principle of “one participation, one control”. Under this principle, the same entity may hold 5% or more of the equity in, or have de facto control over, no more than two futures companies in the aggregate, and may have de facto control over no more than one of them, unless otherwise prescribed by laws and regulations.
The Measures also raise the financial thresholds for major shareholders and de facto controllers. The minimum net asset requirement for major shareholders has been increased from not less than RMB 100 million under the 2019 Measures to not less than RMB 200 million. It is further specified that the largest shareholder, controlling shareholder and de facto controller shall each have net assets of no less than RMB 1 billion.
In terms of corporate governance, the Measures set out prohibited acts for shareholders and de facto controllers, expressly providing that shareholders and de facto controllers shall not: (1) make false or inadequate capital contributions or withdraw capital contributions; (2) interfere with company operations; (3) misappropriate or embezzle the assets of the company or its clients; or (4) exercise management power through informal means.
VI. Strengthening Supervision over the Subsidiaries and Branches of Futures Companies
The Measures further clarify the rules governing the establishment of subsidiaries by futures companies and require the filing of changes in the major matters of such subsidiaries. Where a futures company intends to establish a domestic subsidiary, it shall maintain net capital of no less than RMB 500 million over the preceding six months. Where it intends to establish an overseas subsidiary, it shall maintain net capital of no less than RMB 1 billion over the preceding six months. To prevent excessive layering, the Measures provide that domestic subsidiaries shall not establish further subsidiaries, and overseas subsidiaries may only establish one additional layer of subsidiary. Consistent with the requirement to focus on the principal business, the Measures also provide that futures companies shall not establish subsidiaries to engage in activities unrelated to futures trading and derivatives trading, except for subsidiaries approved by the financial regulatory authorities under the State Council to engage in financial business and other circumstances recognized by the CSRC.
The Measures improve the filing rules for the establishment, acquisition and termination of domestic branches by futures companies, and set out a series of ongoing operating requirements regarding staffing, business premises, information technology systems, business facilities and internal control policies. The Measures also require futures companies to authorize branches to conduct business within the approved business scope. Branches shall not conduct business beyond the scope of their authorization.
Our Observations
The formal promulgation of the Measures has a dual impact on the futures industry. On the one hand, it unlocks new business opportunities for futures companies. With a clear regulatory framework for market-making, derivatives and asset management businesses, futures companies are well-positioned to reduce their reliance on traditional brokerage services and pivot toward comprehensive financial operations. On the other hand, higher capital thresholds and stricter ongoing supervision will inevitably increase compliance costs and operational pressure and may further polarize competition within the industry. Whether futures companies can successfully navigate this transformation hinges on whether they can make sufficient investment in their research capabilities, product design and system infrastructure to effectively align with the evolving market environment and the regulatory requirements.
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