What is a Hong Kong limited company? What different types of companies are there?
There are five types of companies that can be formed. The types of companies that may be formed are –
private companies limited by shares
public companies limited by shares
companies limited by guarantee without a share capital
private unlimited companies with a share capital
public unlimited companies with a share capital
Company limited by guarantee
A company limited by guarantee is required to have at least 2 directors and a body corporate must not be appointed as a director. Such a company is required to file annual returns together with certified true copies of the relevant financial statements, directors’ reports and auditor’s report in respect of every financial year of the company.
Companies limited by guarantee ("the Guarantee Companies") are required to comply with the requirements in the CO applicable to Guarantee Companies.
Examples of some requirements are:
- Requirement for holding of annual general meeting ("AGM") within 9 months after the end of the company's accounting reference period;
- Guarantee Companies may be qualified for the reporting exemption; and
- Members of Guarantee Companies are entitled to appoint proxies.
notify the Registrar of an increase in the number of members
An escalating scale of annual registration fee payable for the delivery of an annual return of a company limited by guarantee is to encourage compliance of statutory filing requirement. In the case of late delivery, substantially higher registration fees are payable. The escalating fee scale is the same as the one applicable to a private company limited by shares and is as follows:
(a) if the annual return is delivered within 42 days after the company’s return date $105
(b) if the annual return is delivered more than 42 days after but within 3 months after the company’s return date $870
(c) if the annual return is delivered more than 3 months after but within 6 months after the company’s return date $1,740
(d) if the annual return is delivered more than 6 months after but within 9 months after the company’s return date $2,610
(e) if the annual return is delivered more than 9 months after the company’s return date $3,480
Requirement to notify the Registrar of an increase in the number of members
Where a company limited by guarantee has increased the number of its members beyond the registered number, the company must, within 15 days after the increase is resolved by the company or takes place (whichever is the earlier), deliver to the Registrar for registration a notice of the increase.
Non-private companies limited by shares
Non-private companies limited by shares are “public companies” and are defined as companies other than private companies or Guarantee Companies. These companies are required to comply with the requirements in the CO applicable to public companies for delivering the annual return to the Registrar for registration. If you would like to know more, please contact Bestar.