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- Nov 18, 2020
- 3 min read

Company Limited By Guarantee

Updated: Jun 1, 2022

Setting up a Company Limited By Guarantee

Company limited by guarantee does not have share capital and the liability of members is limited by the company's article of association to the amount undertaken to contribute by the members to the company's assets when the company winds up. Non-profit organizations are usually registered as guarantee companies.

Incorporation of a company limited by guarantee

Choose the name of company

Select the company name.

Company names that are the same as those appearing in the index of company names maintained by the Registrar of Companies ("the Registrar") will be rejected. The company name search can be done for free through the Cyber Search Centre or the Company Search Mobile Service. Use the "Exact Name Search" mode and enter the complete and accurate company name you intend to register (using traditional Chinese characters as the Chinese name).

Do not use company names that may infringe the intellectual property rights ("IPR") of third parties. In Hong Kong or elsewhere, infringement of the intellectual property rights of others may be subject to criminal or civil sanctions. You should also search in the Trademark Register maintained by the Intellectual Property Department (http://ipsearch.ipd.gov.hk).

Situation of registered office of company

The registered office must be situated in Hong Kong.

Requirements of directors

A company limited by guarantee must have at least two directors, one of whom may be the company secretary. It must not have a body corporate as its director. A non-Hong Kong resident can be appointed as a director of a company.

Requirements of company secretary

A company limited by guarantee must have a company secretary. If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office or place of business should be in Hong Kong.

Company secretaries who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.

Step 1 – Deliver application

Provide the following documents electronically through the "e-Registry" or "CR eFiling" mobile app:

a. Incorporation Form – Form NNC1 (for company limited by shares) or Form NNC1G (for company not limited by shares);

b. A copy of the articles of association; and

c. Notice to Business Registration Office (IRBR1).

The registrability of a company name can only be confirmed after the Company Registry has processed the registration application. If the proposed company name is incorrect or cannot be registered, the application may be rejected and the lodgment fee paid will not be refunded.

If the founder member who signed the incorporation form is also a director, he/she should sign "Consent to Act as Director" on the form. Other directors can either sign the Consent statement in the form or submit a Form NNC3 "Consent to Act as First Director" within 15 days after the date of incorporation of the company (“the prescribed time period”).

Step 2 – Collect Certificates

If the application is approved, please download or collect the Certificate of Incorporation and Business Registration Certificate (hereinafter referred to as "the Certificates"). The Certificates will be issued in electronic form.

The E-Certificate of a private company limited by shares is usually issued within one hour. An email notification for downloading the Certificate will be sent to the message box and the registered email address of the registered user of the application.

Step 3 – Obtain other permits or licences

Please visit the website of the Trade and Industry Department to obtain other licences, permits, certificates and approvals related to Hong Kong's import and export business and other businesses.

Required documents

Incorporation Form (Form NNC1G)

A copy of the company’s Articles of Association

A Notice to Business Registration Office (IRBR1)

Any application for company incorporation will include a simultaneous application for business registration.

Fees

The fees for incorporating a company limited by guarantee are:

Company Registration fee –

With 25 members or less

(if delivered in electronic form) HK$155

(if delivered in hard copy form) HK$170

With number of members exceeding 25 but not exceeding 100

(if delivered in electronic form) HK$305

(if delivered in hard copy form) HK$340

With number of members exceeding 100, for every additional 50 members (or less) after first 100 members

(if delivered in electronic form) HK$18 (subject to a maximum fee of HK$925)

(if delivered in hard copy form) HK$20 (subject to a maximum fee of HK$1,025)

Business Registration fee and levy

Business Registration Certificate

1-year certificate

Fee $0 + Levy $250 = Total $250

3-year certificate

Fee $3,200 + Levy $750 = Total $3,950

Branch Registration Certificate