Limited by Guarantee

Communities/ Associations/ Limited by Guarantee

Incorporation of Company Limited by Guarantee
Limited by Guarantee

A) Incorporation of Company Limited by Guarantee Hong Kong company limited by guarantee is mainly established for the purposes of enhancement of education / training (like association or society), religion, relief of poverty, environmental protection, trust and foundation, and betterment for the community. Most companies fallen into this type is not for profit. Please note that it may not be a charitable institution, a group of members may form this type of company for pursuing their interests for or not for profit.

The basic and minimum structure of a Hong Kong company limited by guarantee is having:

at least 2 members;

at least 2 directors; and

at least 1 company secretary

The address of the registered office and secretary must be in Hong Kong. The company is obliged to file Annual Return annually with the audited accounts.

Set up Approved Charitable Institution (“ACI”)
  • Generally speaking, for an institution or a trust to be a charity, it must be established for purposes which are exclusively charitable according to law. If the objectives of the company is not-for-profit and for charities etc.., we may assist for in the application for approved charitable institution (“ACI”) and incorporate the company for such purpose.
Charitable purposes are:
  • relief of poverty;
  • advancement of education;
  • advancement of religion; and
  • other purposes of a charitable nature beneficial to the community not falling under any of the preceding heads.
Some Tax Advantages to ACI:
exempted from tax; exempted from profts tax, if it carries on a trade or business. If
  • the profits are applied solely for charitable purposes, and
  • the profits are not expended substantially outside Hong Kong, and either
  • (a) the trade or business is exercised in the course of the actual carrying out of the expressed objects of the institution or trust; or
  • (b) the work in connection with the trade or business is mainly carried on by persons for whose benefit such institution or trust is established.
exempted from paying business registration fee unless a trade or business is carried on.
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