Company limited by guarantee
A company with no share capital whose members guarantee a fixed contribution if it is wound up. Typical for charities, associations, clubs and NGOs.
- Entiva fee to form
- $809
- Government fees to form
- HK$2,505
- Run plan
- $129 a month
- Steps to form
- 11
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Ordinance (Cap. 622).
Who it suits
- Charities, associations, clubs and NGOs.
- Organisations that want a licence to omit 'Limited' from their name.
- Charities that want tax exemption under section 88 of the Inland Revenue Ordinance.
Key facts
- Statute
- Companies Ordinance (Cap. 622)
- Liability
- Members guarantee a fixed amount
- Share capital
- None
- Directors
- At least 2, and none can be a company
- Secretary
- Required, with a Hong Kong presence
- Annual meeting (AGM)
- Within 9 months of the period end, or dispensed with
- Annual return
- Within 42 days after the return date, with accounts
- Name
- Can omit 'Limited' with a licence
What the law requires.
6 rules, each in plain words.
A registered office in Hong Kong
A company secretary based in Hong Kong
An individual resident in Hong Kong, or a body corporate based in Hong Kong.
At least two directors, none of them a company
One of the directors may also be the company secretary.
A register of significant controllers (the people who control the company)
Kept by the company and never filed, with at least one designated representative.
An annual return filed with certified accounts
Form NAR1, with the financial statements, directors' report and auditor's report, within 42 days after the return date, which is 9 months after the accounting period ends.
An annual general meeting (AGM)
Within 9 months after the accounting period ends, unless dispensed with.
How Entiva forms it.
11 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
11 steps- 1Check the name is available
A free search of the Companies Registry. Names are not reserved, so file straight after the check.
- 2Get approval for a restricted nameOnly if needed
Only if the name needs the Registrar's prior approval under section 100(2).
- 3Apply to omit 'Limited' from the nameOnly if needed
Optional. A licence under section 103 of the Companies Ordinance. When the company is being formed, the request goes in with the incorporation.
- 4Incorporate the company
Form NNC1G with the articles and the IRBR1 notice. About 3 weeks, because guarantee companies need further Registry processing.
- 5File a first director's consent
Form NNC3, within 15 days after incorporation, for any director who did not sign the consent in NNC1G.
- 6Notify the IRD of the business details
To the Inland Revenue Department (IRD) on Form IRBR200, within one month of starting business, if not completed at incorporation.
- 7Set up the statutory registers
Members, directors, secretaries, significant controllers and minutes.
- 8Appoint a designated representative
At least one, resident in Hong Kong, for the significant controllers register.
- 9Enter the first significant controllers
The register is kept by the company and never filed.
- 10Pass the first board resolutions
The auditor, the accounting reference date (the year end) and the bank.
- 11Apply for charity tax exemptionOnly if needed
Optional. Recognition under section 88 of the Inland Revenue Ordinance; donors need it to claim approved donation deductions.
Documents
8- Articles of association
- Incorporation form NNC1G
- Protected information sheets for directors' ID numbers and home addresses
- Business registration notice IRBR1
- Consent to act as director
- Registers of members, directors and secretaries, opened on incorporation
- Certificate of Incorporation, issued by the Companies Registry
- Business Registration Certificate, issued with it
Who takes part
8- A founder member signs the incorporation form personally
- Every director is verified and signs a consent to act
- Photo ID and a live selfie, or the government's iAM Smart ID (Hong Kong ID holders)
- A corporate founder is verified as a legal entity, down to the individuals behind it
- If nobody holds control, the senior managing officials are identified
- Anyone controlling votes, board appointments or significant influence is identified
- Anyone instructing for the founders is verified, with their authority
- People in prominent public roles get enhanced checks
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- File the annual return with accounts
42 days after the return date, which falls 9 months after the year end
- Prepare and audit the accounts
Audit finished before the AGM
- Approve the audited accounts
Within 9 months after the year end
- Hold the annual general meeting (AGM)
Within 9 months after the year end, unless dispensed with
- Pass a written resolution instead of an AGM
Same deadline as the AGM
- Renew business registration
By the date on the IRD demand note; if none arrives, tell the IRD within 1 month of expiry
- Keep the accounting records
Continuously, all year
- File the profits tax return
By the date on the IRD return, unless s.88-exempt and no return is issued
- File the employer's return
Within 1 month of issue (BIR56A), even with no employees
- File the Pillar Two top-up tax notification
Within 6 months after the fiscal year end, for groups with revenue of EUR 750m or more
- File the Pillar Two top-up tax return
Within 15 months after the fiscal year end (18 for the first transition year)
- Keep the significant controllers register current
Continuously, kept up to date
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Record a director or secretary leaving
- Change a director's or secretary's details
- Notify an increase in the number of members
- Change the registered office
- Change the company name
- Apply to omit 'Limited' from the name
- Amend the articles
- Remove the auditor
- Apply for charity tax exemption
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Deregistration
A solvent company that has stopped trading, with no liabilities, where all members agree.
- 1
Get the IRD's Notice of No Objection (Form IR1263)
- 2
Apply to deregister on NDR1 within 3 months of the IRD notice
- 3
The Registrar gazettes the proposal and waits 3 months for objections
- 4
The Registrar gazettes the deregistration, which dissolves the company
Members' voluntary winding up
A solvent company whose directors can certify that it can pay its debts. A liquidator is appointed to wind up its affairs.
- 1
Pass the members' special resolution to wind up
- 2
Sign the NW1 solvency certificate and start the winding up
- 3
Notify the Registrar of the liquidator on NW3 within 15 days
- 4
File the liquidator's final account and return
- 5
The company is dissolved 3 months after the return is registered
Creditors' voluntary winding up
An insolvent company, where the members resolve to wind it up.
- 1
Hold the creditors' meeting within 14 days of the members' meeting
- 2
Notify the Registrar of the liquidator on NW3 within 15 days
- 3
Hold the final meetings and send the account and return
- 4
The company is dissolved 3 months after the return is registered
Compulsory winding up by the court
A creditor, member or other petitioner asks the court to wind the company up.
- 1
Present the winding-up petition to the court
- 2
Give the liquidator the statement of affairs within 28 days
- 3
Deliver NW6 once the court has released the liquidator
- 4
Dissolved 2 years after NW6 is registered, unless the court defers it
Registrar strike-off
The Registrar gets no reply to its inquiries. Only the Registrar can strike a company off.
- 1
Reply to the Registrar's inquiry within 1 month
- 2
Apply to restore a struck-off company within 20 years
What Entiva does for you.
From the first filing to the last.
Company limited by guarantee
- Incorporates the company on Form NNC1G and, by default, acts as its secretary and registered office.Formation
- Opens the statutory registers, including the significant controllers register.Governance
- Files the annual return on Form NAR1 with the certified accounts within 42 days of the return date.Ongoing
- Prepares the accounts, directors' report and tax computation, and arranges the audit.Ongoing
- Applies to the Registrar for a licence to omit 'Limited', then files the name change on NNC2.Changes
- Posts the application for recognition as a tax-exempt charity under section 88.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$809one-off
- Government fees
- HK$2,505
Steps marked only if needed are not counted.
Closing it
From $679
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Hong Kong
- Company secretary
- File the annual return with accounts
- Approve the audited accounts
- Hold the annual general meeting (AGM)
- Renew business registration
- File the profits tax return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply to omit 'Limited' from the nameOnly if needed
- Apply for charity tax exemptionOnly if needed
- Prepare and audit the accounts
- Keep the accounting records
- File the Pillar Two top-up tax notification
- File the Pillar Two top-up tax return
- Amend the articles
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $809, one-off. Government fees are passed through at cost.
An existing company also pays NNC2, HK$295.
Electronic: HK$155 for 25 members or fewer, HK$305 for 26 to 100, plus HK$18 for each further 50 members, capped at HK$925. Hard copy HK$170 or HK$340, plus HK$20 for each further 50 members, capped at HK$1,025.
Excludes steps marked only if needed.
Every year
The Run plan costs $129 a month ($1,548 a year).
HK$105 on time. Late: HK$870, HK$1,740, HK$2,610, HK$3,480; re-delivery is charged at its own date.
Certificates starting 1 Apr 2026 to 31 Mar 2027: 1-year HK$2,200 plus a HK$150 levy; 3-year HK$5,720 plus HK$450, HK$6,170 in total; branch 1-year HK$230, 3-year HK$658.
Tax is payable on assessment: corporations 8.25% on the first HK$2m and 16.5% above; unincorporated 7.5% and 15%.
Changes
Routine changes are included in the Run plan.
HK$295.
An existing company also pays NNC2, HK$295.
Closing it
Closing is a fixed-fee project, quoted before it starts.
NDR1 HK$420 plus IR1263 HK$270; both non-refundable.
HK$11,250 deposit to the Official Receiver plus HK$1,045 court fee at the High Court Registry. A further HK$3,500 deposit applies if a provisional liquidator is sought, and the court may direct more (r.22A).
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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