Structure and Directors

AVAR was founded in 1998 because of a perceived gap in coverage of anti-virus organisations. At that time Europe and the Americas were served by EICAR and Virus Bulletin, but researchers in Asia were left isolated. The observant reader might have noticed that our Memorandum and Articles of Association (M&A) lists the date of incorporation as 17th July 2013, so why is there a 15-year gap? AVAR was originally incorporated in Japan but it was seen as infeasible to continue as a Japan-based organisation when the original Chair handed over. However, it should not be seen as necessary to change AVAR’s base each time the Chair changes. To be a suitable base for AVAR, a territory should have:

  • English as an official language. English is common as a second language, and is the lingua franca of the Asia-Pacific region and the anti-virus industry.
  • Common Law jurisdiction. A legal regime that is familiar and understandable to many.
  • Legal and financial regulations that allow AVAR’s international membership, Directors and cash-flow.

As Hong Kong had these feature, it was decided to establish AVAR as a Company Limited by Guarantee in Hong Kong. Clause 3.3 of the M&A made members of the “Association of anti Virus Asia Researchers registered in Japan” members of this new organisation automatically. The same membership, doing the same things, under a different government.

As a Hong Kong company, AVAR is registered with the Companies Registry and submits an Annual Return. The Secretary must be a Hong Kong resident or company. Directors have legal responsibilities, described in Guidelines issued by the Companies Registry. Directors must register with their identity document number and residential address, and these details are searchable on the Companies Registry website, although that access will soon be stopped.

If you want to become an AVAR Director, please check the Guidelines and put your name forward when nominations are requested. The elections are every two years and the next one will be at the 2021 AGM. Since 2019, the number of Directors has been limited to seven. If you are elected, there is a form to fill to the Companies Registry’s specification – it requires a physical signature.

The Board of Directors primarily communicates by email and tele-conference, meeting in-person the day before the annual conference (except when the conference is virtual). In election years, there is also a meeting immediately after the AGM, to decide on the Chair. For business convenience and to keep the Asian focus, the Chair and CEO/President should be resident within 4 time zones of Hong Kong time, i.e. GMT+4 to GMT+12.

AVAR is also subject to Hong Kong tax law. As a Company Limited by Guarantee, no profit can be paid to Members. Membership subscription fees are not taxable. Naturally, AVAR must prepare audited accounts and an annual tax return.

Thank you for reading this far; these details are a long way from malware research but they are necessary for AVAR to exist as an organisation with bank accounts that can do things. AVAR is committed to being a transparent organisation, accountable to its Members and pursuing its Mission.


AVAR Chairman

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