A company limited by guarantee and charity tax exemption application

If there is no commercial nature and no intention to distribute the company’s profits to its members, customers may consider forming a company limited by guarantee. It is usually formed for non-profit making purposes and is more commonly used for trade associations, charitable bodies and schools.

A company limited by guarantee
Features:
  • The purpose of forming a company is not for profit making
  • Company does not have share capital
  • There is no intention to distribute the company’s profits to its members and does not therefore need to have shares
  • The liability of its members is limited to the amount which they agree to contribute to its assets in the event of the company being wound up
Persons involved
  • Shareholder: At least one natural person (no nationality restriction) or a corporation
  • Director: At least two natural persons (no nationality restriction)
  • Secretary: A natural person or a corporation (The person must ordinarily reside in Hong Kong or a company has registered office in Hong Kong. Our company can provide this service)
Information to be provided by customers
  • Identity documents of founder members, directors and company secretary
  • Usual residential address of founder members, directors and company secretary
  • Proposed company name
  • Registered office
Required Time
(Company Name Registration)
Approximately one month
Company Secretarial Services
  • Offer a Hong Kong limited company to act as the Company Secretary and designated representative of Significant Controllers Register
  • Provide company information to law enforcement officer
  • Update registers of members, directors, secretary and Significant Controllers
✲ Failure to keep a Significant Controllers Register is a criminal offence. The company and every responsible person of the company are liable to a fine of HKD$25,000.

Charitable institutions of a public character are exempt from tax under section 88 of the Inland Revenue Ordinance. Charities wishing to enjoy the tax exemption may apply to the Department. To be a charity at law, the institution must be established for purposes which are exclusively charitable and these purposes of the organization are charitable in the strict legal sense.

Charity tax exemption application
Charitable purposes(Four heads)
  • (a) Relief of poverty
  • (b) Advancement of education
  • (c) Advancement of religion; and
  • (d) Other purposes of a charitable nature beneficial to the society not falling under (a) to (c)
Documents required
  • (a) Application form
  • (b) Company certificate of incorporation (If the entity to be exempted has already been established)
  • (c) Governing instrument
  • (d) A list of the activities which have been carried out in the past 12 months
  • (e) A list of the activities planned for the next 12 months from the date of establishment
  • (f) A list of proposed founder members/proposed members of governing body
  • (g) A copy of signed financial statements for last financial year (if company has been already established for 18 months or more)
Our services:
  • Fill in the application form and file to the Inland Revenue Department
  • Assist in preparing governing instrument
  • Follow up the enquiries from the Inland Revenue Department and Companies Registry
  • Amend the governing instrument according to the request of Inland Revenue Department
  • Prepare audit report (if company has been already established for 18 months or more)
  • Follow up the enquiries from the Inland Revenue Department and Companies Registry
Time required
  • Approximately 9 – 12 months


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