Unlimited company with a share capital
A company with a share capital whose members have unlimited liability. It can be private or public, and can later re-register as a company limited by shares.
- Entiva fee to form
- $679
- Government fees to form
- HK$3,895
- Run plan
- $129 a month
- Steps to form
- 10
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Ordinance (Cap. 622).
Who it suits
- Owners who accept unlimited liability for the company's debts.
- Companies that may later re-register as a company limited by shares (Form NU1).
Key facts
- Statute
- Companies Ordinance (Cap. 622)
- Liability
- Members' liability is unlimited
- Share capital
- Required
- Secretary
- Required, with a Hong Kong presence
- Audit
- Audited financial statements
- Annual return
- NAR1, with accounts if public
- Re-registering
- As a limited company on Form NU1
- Directors
- Private: 1 or more people. Public: 2 or more, no companies
What the law requires.
8 rules, each in plain words.
Articles stating that members' liability is unlimited
A share capital
An unlimited company without a share capital cannot be formed under the Companies Ordinance.
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 one director, and two for a public company
A private company needs one director who is an individual. A public company needs two, none of them a company.
A register of significant controllers (the people who control the company)
Kept by the company and never filed.
Audited financial statements
Every year.
An annual return on Form NAR1
A private company files within 42 days after the incorporation anniversary; a public one files with certified accounts within 42 days after the return date.
How Entiva forms it.
10 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
10 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).
- 3Incorporate the company
Form NNC1G with the articles and the IRBR1 notice. Entiva asks each founder to acknowledge their unlimited liability before signing.
- 4File a first director's consent
Form NNC3, within 15 days after incorporation, for any director who did not sign the consent in NNC1G.
- 5Notify 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.
- 6Set up the statutory registers
Members, directors, secretaries, significant controllers and minutes.
- 7Appoint a designated representative
At least one, resident in Hong Kong, for the significant controllers register.
- 8Enter the first significant controllers
The register is kept by the company and never filed.
- 9Pass the first board resolutions
The auditor, the accounting reference date (the year end), the bank and any share issue.
- 10Allot shares
Form NSC1 within one month. Founder shares taken on incorporation are not reported on NSC1.
Documents
8- Articles of association stating that liability is unlimited
- Incorporation form NNC1G
- Protected information sheets for directors' ID numbers and home addresses
- Business registration notice IRBR1
- Founder acknowledgement of unlimited liability
- Consent to act as director
- 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 and accepts unlimited liability
- 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 director is possible only in a private company outside a listed group
- Anyone owning over 25% of shares or votes, or in control, is identified
- A nominee arrangement is declared, with the person behind it
- 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 (private)
Within 42 days after each anniversary of incorporation
- File the annual return with accounts (public)
Within 42 days after the return date, with certified accounts
- 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
- Prepare and audit the accounts
Audit finished before the annual meeting
- Approve the audited accounts
Within 9 months (private) or 6 months (public) after the year end
- Hold the annual general meeting (AGM)
Within 9 months (private) or 6 months (public) of year end, unless dispensed with
- Pass a written resolution instead of an AGM
Same deadline as the AGM
- File the profits tax return
By the date stated on the IRD return
- Report foreign-sourced income (FSIE)
With the profits tax return, for multinational group entities with such income
- File the employer's return
Within 1 month of issue (BIR56A), even with no employees
- 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
- Allot new shares
- Transfer shares
- Change the registered office
- Change the company name
- Amend the articles
- Convert to a public company
- Re-register as a company limited by shares
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
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
Re-register as limited, then deregister
An unlimited company that wants to deregister first re-registers as a company limited by shares.
- 1
Re-register as a company limited by shares on Form NU1
- 2
Then deregister under the private company route
What Entiva does for you.
From the first filing to the last.
Unlimited company with a share capital
- Incorporates the company on Form NNC1G and, by default, acts as its secretary and registered office.Formation
- Collects each founder's acknowledgement of unlimited liability before they sign.Formation
- Opens the statutory registers, including the significant controllers register.Governance
- Allots shares, writes up the register of members and files Form NSC1 within one month.Ownership
- Files a private company's annual return on Form NAR1 within 42 days after each anniversary.Ongoing
- Re-registers the company as a company limited by shares on Form NU1, if the founders want that.Restructuring
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
$679one-off
- Government fees
- HK$3,895
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 (private)
- File the annual return with accounts (public)
- Renew business registration
- Approve the audited accounts
- Hold the annual general meeting (AGM)
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Keep the accounting records
- Prepare and audit the accounts
- Report foreign-sourced income (FSIE)
- Amend the articles
- Convert to a public company
- Re-register as a company limited by shares
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $679, one-off. Government fees are passed through at cost.
Plus business registration fee and levy HK$2,350 or HK$6,170.
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.
HK$140 on time. Late: HK$1,200, HK$2,400, HK$3,600, HK$4,800; 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.
Ad valorem: 0.1% of consideration or value on each of the bought and sold notes since 17 Nov 2023, plus HK$5 on the instrument; a gift is HK$5 plus 0.2%.
HK$295.
Electronic HK$1,545; hard copy HK$1,720.
Closing it
Closing is a fixed-fee project, quoted before it starts.
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).
Electronic HK$1,545; hard copy HK$1,720.
NDR1 HK$420 plus IR1263 HK$270; both non-refundable.
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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