Start Your Company Limited by Guarantee with One IBC in
Hong Kong
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From
US$ 1,039
Why Choose One IBC to Set Up Your
Company Limited by Guarantee?
Simplified Formation
We streamline the incorporation of your Company Limited by Guarantee through a guided online process, ensuring a smooth experience from submission to registration.
Full Legal Compliance
Our team prepares the required documentation in accordance with Hong Kong’s Companies Ordinance, including guarantees, member structure, and non-profit objectives.
Specialized Advisory
With experience supporting associations, NGOs, and non-profit entities, we offer tailored advice to help you establish the right structure from the outset.
What You Need to Know About Forming
a Company Limited by Guarantee
What Is a Company Limited by Guarantee?
A Company Limited by Guarantee (CLG) is a type of private company commonly used by non-profit organisations, charities, associations, and clubs. Instead of shareholders, it has members who agree to contribute a nominal amount in case the company is wound up. The company exists as a separate legal entity and does not issue shares or distribute profits.
Why Do You Need to Form This Type of Company?
Forming a CLG provides your organisation with legal standing, limited liability for members, and a formal structure for governance. It is essential for entities that operate for non-profit purposes, such as managing donations, entering into service agreements, applying for government grants, or acquiring a legal identity for community-based activities.
What Challenges Come with Forming a Company Limited by Guarantee?
Although CLGs are not intended for profit, they must still comply with statutory requirements under Hong Kong law. These include preparing Articles of Association specific to non-profit objectives, appointing at least one director and a company secretary, and maintaining proper records. Regulatory obligations can be complex without professional assistance.
When Do You Need to Form a Company Limited by Guarantee?
This structure is suitable when setting up a non-profit organisation that requires legal recognition, access to funding, or limited liability for members. Early incorporation is recommended for NGOs, community groups, and associations seeking to formalise operations, protect stakeholders, or enter into contracts under a registered legal entity.
Ready to Get Your Company Limited by Guarantee
Get StartedHow to Set Up a Company Limited by Guarantee in Hong Kong
Name Review
Submit your proposed company name for availability and compliance checks under Hong Kong Companies Ordinance.
Company Information Submission
Provide company details, including directors, members, and registered office address. Identity verification is conducted to meet statutory KYC requirements.
Payment & Filing
Upon confirmation of payment, incorporation documents are prepared and submitted to the Hong Kong Companies Registry for processing.
Issuance of Incorporation Documents
Receive your Certificate of Incorporation, Business Registration Certificate, and company kit ready for formal operations, funding applications, or contractual activities.
3 Reasons to Form a Company Limited by Guarantee
Limit Your Liability
Shareholders are only liable up to the value of their unpaid shares, offering legal separation between personal and business assets.
Establish Legal Structure
Forming a company provides a formal framework for ownership, governance, and compliance required for entering into contracts or raising capital.
Enable Global Operations
A registered company in Hong Kong allows you to open business bank accounts, access international markets, and build commercial credibility.
Company Limited by Shares
vs. Company Limited by Guarantee What's The Difference?
There are several key differences between a Company Limited by Shares and a Company Limited by Guarantee in terms of ownership, liability, and purpose:
Company Limited by Shares
Shareholder Ownership
Ownership is vested in shareholders who contribute capital and hold shares representing proprietary interests in the company.
Profit Allocation
Profits may be distributed to shareholders in the form of dividends, subject to the company’s financial performance and internal governance.
Commercial Objective
Primarily established for profit-generating business activities, such as trading, investment, or service provision.
Company Limited by Guarantee
Membership-Based Structure
This company type does not issue shares and has no shareholders. It is comprised of members who do not hold equity interests.
Limited Guarantee
Each member undertakes to contribute a predetermined nominal amount in the event of company liquidation.
Non-Profit Orientation
Commonly used for charitable organisations, associations, and non-governmental entities where surplus income is reinvested to further the stated objectives.
What You Should Know About Forming a Company Limited by Guarantee
To incorporate a Company Limited by Guarantee in Hong Kong, you must submit the incorporation form, a tailored Articles of Association reflecting non-profit objectives, and required member and director details to the Companies Registry. While the legal framework is clearly established, working with a licensed service provider ensures regulatory compliance and an efficient registration process.
Here are the essential points to understand before establishing your organisation.
Ready to Register Your Company?
Set up your Company Limited by Guarantee with One IBC, a trusted provider of corporate formation services for non-profit entities in Hong Kong.
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Frequently Asked Questions
A Company Limited by Guarantee is a private company without share capital, typically used for non-profit purposes. It is formed by members who agree to contribute a fixed amount if the company is wound up.
This structure is suitable for charities, associations, NGOs, and other non-profit organisations that require legal status, limited liability, and governance under Hong Kong law.
Yes. Like all private companies in Hong Kong, a Company Limited by Guarantee must appoint a company secretary who is either a Hong Kong resident or a licensed corporate service provider.