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Q:
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Is there any restriction on the name of a Hong Kong Company Limited by Guarantee (“Guarantee Company”)?
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A:
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The name of a Guarantee Company must not be identical or similar with the name of any company incorporated in Hong Kong, the company name must be ended with ‘LIMITED’ and not contain any restricted words.
Please visit https://www.kaizencpa.com/Home/Faq/info/id/89.html to Choices of Names of a Hong Kong Company for information.
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Q:
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How to dispense with the word “Limited” in the name of a Company?
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A:
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The Limited Company for the purpose of promoting commerce, art, science, religion, charity or any other useful objects, and which intends to apply the company’s profits or other income in promoting its objects and prohibit the payment of dividends to the company’s members, may apply to the Company Registry for dispensation with the word “Limited” in the Name of a Company under section 103(2) of Companies Ordinance. Kaizen provides the service of the application of dispense with the word “Limited” in the name.
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Q:
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How can a Guarantee Company become an Approved Charitable Institution?
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A:
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For a Guarantee Company which fit the following purpose can apply for becoming an Approved Charitable Institution from Inland Revenue Department:
1. Relief of poverty;
2. Advancement of education;
3. Advancement of religion; or
4. Other purpose of a charitable nature beneficial to the community not falling under any of the preceding heads.
Upon granting approval from Inland Revenue Department, the Company is exempted from profit tax under conditions of section 88 of Inland Revenue Ordinance.
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Q:
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What are the minimum requirements for setting up a Guarantee Company?
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A:
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The following are the minimum requirements for setting up a Guarantee Company:
1.
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Two directors (must be individual);
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2.
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One member (can be individual/corporation);
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3.
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One company secretary (must be Hong Kong resident / company incorporated in Hong Kong);
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4.
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One designated representative (can be shareholder, director or employee of the company who is a natural person resident in Hong Kong / accounting professional, legal professional or a person licensed to carry on a business as trust or company service provider);
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5.
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Must state the amount guaranteed by each class of members;
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6.
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A registered office address in the Hong Kong (post office box would not be allowed).
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See also: Hong Kong Grarantee Company Procedures and Fees
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Q:
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Is there any restriction on the nationality of director(s) and member(s)?
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A:
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There is no restriction on the nationality of director(s) and member(s).
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Q:
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How long does it take to incorporate a Guarantee Company?
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A:
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In general, the incorporation process would take around 1 month to complete.
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Q:
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Is it a must for a Hong Kong Company Limited by Guarantee to open a corporate bank account in the Hong Kong?
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A:
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No, it is not mandatory to open a corporate bank account in the Hong Kong and you can open bank account in anywhere that you think fit.
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Q:
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Do I need to report to the Companies Registry if there is any change of company particulars?
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A:
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To ensure the information showing in the public registers are correct, the company has to inform or make application to the Companies Registry of any changes within specific period of time. For example:
1. Change of company name;
2. Change of registered office;
3. Alteration of the Articles of Association;
4. Change of director(s) and/or secretary/ their particulars, etc.
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Q:
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What is the statutory time limit for filing of annual return and audited financial statement of a Guarantee Company to the Companies Registry?
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A:
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A Guarantee Company is required to file annual return together with audited financial statements with the Companies Registry every year. According to the section 662 of the Companies Ordinance, the annual return and audited financial statements have to be delivered in respect of every financial year within 42 days after the company’s return date, while the return date is 9 months after the end of the company’s accounting reference period.
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Q:
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Does the Guarantee Company need to notify the Company Registry for an increase in the number of members?
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A:
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If the Company increase the number of members beyond the registered number, the company must pass a resolution to increase registered number of members and deliver a notice to the Companies Registry within 15 days.
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FAQ
