The structure and some advantages of Hong Kong company limited by guarantee

Hong Kong, a bustling metropolis known for its vibrant economy and business-friendly environment, is home to a wide range of companies. From small startups to multinational corporations, the city offers a diverse landscape of business entities. In this article, we will delve into the different types of companies in Hong Kong; Hong Kong private companies limited by shares; Hong Kong companies limited by guarantee and company formation services in Hong Kong.

Overview types of companies in Hong Kong

In order to start a business in Hong Kong, investors must first choose the right company type for their purposes. The choice will depend on a range of factors, and investors should be provided with complete information before making this decision. Each legal entity kind of a company in Hong Kong has unique qualities and could be preferable for one kind of business over another.. The following are the types of companies in Hong Kong.

1. Sole Proprietorship:

A sole proprietorship is the simplest form of business in Hong Kong. It is owned and operated by a single individual who assumes full responsibility for the company’s debts and obligations. While this structure offers flexibility and ease of setup, it also means that the owner’s personal assets are not separate from the business’s liabilities.

Overview types of companies in Hong Kong
Types of companies in Hong Kong

2. Partnership:

Partnerships are formed when two or more individuals come together to carry out a business venture. Similar to sole proprietorships, partnerships do not have a separate legal identity from their owners. This means that partners share unlimited personal liability for the company’s debts and obligations. It is crucial for partners to establish clear agreements and have trust in each other’s abilities and commitment.

3. Limited Liability Company (LLC):

Limited Liability Companies, commonly known as LLCs, are popular among entrepreneurs in Hong Kong. An LLC offers a separate legal identity from its owners, providing limited liability protection for shareholders. This means that the personal assets of shareholders are generally shielded from the company’s liabilities. LLCs require proper registration, compliance with regulations, and filing annual returns.

4. Private Limited Company (Ltd):

Private Limited Companies, often referred to as Ltd companies, are the most common business structure in Hong Kong. They are similar to LLCs in terms of providing limited liability protection to shareholders. Private Limited Companies have a more complex setup process, involving registration with the Companies Registry, appointment of directors and a company secretary, and the issuance of shares.

5. Public Limited Company (PLC):

Public Limited Companies are typically larger entities with shares traded on the stock exchange. They have more stringent regulatory requirements and are subject to public disclosure rules. PLCs offer the advantage of raising capital through public offerings but are subject to more extensive reporting and compliance obligations.

The structure and benefits of Hong Kong private company limited by shares

The structure of Hong Kong private company limited by shares

A concise explanation of a private limited company is that it is an independent legal entity separate from its owners, possessing special legal status. The company’s assets, liabilities, and profits are owned by the company itself rather than its owners.

The structure and benefits of Hong Kong private company limited by shares
The structure and benefits of Hong Kong private company limited by shares

To become a private limited company, it undergoes the process of incorporation and is registered with Companies House. The company issues shares to its shareholders and may also be referred to as a “private company limited by shares.”

The ownership of a private limited company rests with its shareholders, who are individuals holding shares in the company. It is possible for a single person to own the entire company, thereby having complete control over business decisions. In cases where there are multiple shareholders, their voting rights are proportionate to the number of shares they possess. If a shareholder holds more than 25 % of the shares, they are considered “persons of significant interest” according to company law, as they possess the ability to influence decisions regarding the business.

Some hidden benefits of Hong Kong private company limited by shares

A private limited company offers a range of advantages over sole trader businesses, including:

1. Enhanced company profile: As compared to sole proprietorships, private limited firms are seen as being more reliable and dependable. Customers and clients prefer to engage with companies that demonstrate the capacity to deliver reliable services. Similarly, investors also view limited companies as more attractive, making it easier to secure funding and financial support.

2. Reduced taxation: Sole traders are subject to income tax and National Insurance contributions based on their business profits, which are reported annually through self-assessment tax returns. These tax rates are equivalent to those of individual taxpayers and follow the same personal allowances. On the other hand, limited companies pay Corporation Tax, calculated on income after deducting allowable business expenses. Notably, smaller companies enjoy lower Corporation Tax rates compared to income tax rates, and they can claim a wider range of deductible expenses. Although directors or owners of limited companies are still liable for personal income tax and National Insurance contributions, they have more flexibility in structuring their remuneration, leading to potential savings on personal tax bills.

3. Improved access to growth capital: Private limited companies have greater access to diverse funding options for business expansion. This includes bank loans, venture capital investments, and crowdfunding, as investors perceive limited companies as lower-risk entities. Additionally, limited companies can raise capital by issuing and selling shares, albeit limited to private offerings and not public sales.

4. Protected business name: Registering your business name with Companies House provides protection against other entities using the same or similar name. When registering a name, Companies House verifies its availability and rejects applications for matching or closely resembling names. This protection prevents other companies from imitating your products or attempting to pass off their offerings as genuine.

5. Flexibility in personal income: Owners or directors of private limited companies enjoy flexibility in receiving income through a combination of salary and dividends. Dividends are subject to lower tax rates, resulting in reduced overall tax liabilities and more tax-efficient remuneration compared to salary alone. Moreover, directors have additional options for extracting money from the company, such as bonus payments, pension contributions, directors’ loans, and private investments, each offering varying degrees of tax efficiency. In contrast, sole traders do not have the same flexibility, as their income is derived from business profits and taxed at standard personal income rates.

6. Pension scheme offered by the company: In a limited company, you have the opportunity to utilize a corporate pension plan in addition to investing funds into a private individual pension scheme. On the other hand, sole traders are responsible for their own arrangements by enrolling in a personal pension scheme and making consistent contributions.

The structure and some advantages of Hong Kong company limited by guarantee

The structure of Hong Kong company limited by guarantee

A company limited by guarantee differs from traditional limited liability companies in that it does not have shares or shareholders. Instead, the company’s members make a guarantee statement during the company’s formation, which must be registered with Companies House. This type of company structure is commonly used by non-profit organizations (NGOs), social enterprises, or charities.

Here is the process of forming a company limited by guarantee:

The process of establishing a company limited by guarantee is essentially similar to that of a company limited by shares. It can be done in either of the following ways:

1. Creating the company from scratch, including the preparation of incorporation documents such as Articles of Association and a Shareholders’ Agreement (if applicable), and the appointment of director(s).

2. Purchasing a shelf company (one that is already incorporated but not yet trading) and amending its constitution to align with the members’ requirements.

A Memorandum of Association and Form IN01 must be filed with Companies House, together with a fee, to form a company limited by guarantee. A minimum of one guarantor and one director is required for all companies limited by guarantee, and they can be the same person.

Additionally, a physical address for the company and information about individuals with Significant Control (PSCs) within the business must be provided. In most cases, the directors and guarantors will also be considered PSCs.

Some hidden advantages of Hong Kong company limited by guarantee

Establishing a company limited by guarantee entails the following advantages:

1. The company functions as an independent legal entity, distinct from its members, resulting in limited liability for the members regarding the company’s debts.

2. Each member is solely responsible for paying the company’s debts up to the extent of their guaranteed amount, mitigating personal financial risk.

3. The organization gains professional credibility, enhancing its ability to effectively achieve its objectives.

Simplifying company formation services in Hong Kong

Starting a business in Hong Kong can be a rewarding endeavor, but navigating the legal and administrative requirements can be daunting. Fortunately, professional company formation services in Hong Kong offer a simplified and efficient solution for entrepreneurs. In this article, we will explore the benefits and key aspects of availing company formation services in Hong Kong.

Simplifying company formation services in Hong Kong
Simplifying company formation services in Hong Kong

1. Expert Guidance and Support:

Company formation services in Hong Kong provide entrepreneurs with expert guidance throughout the entire setup process. These services are typically offered by experienced professionals, including company secretaries, lawyers, and accountants, who have in-depth knowledge of Hong Kong’s business regulations and requirements.

2. Tailored Solutions for Various Business Structures:

Whether you are establishing a private limited company, a sole proprietorship, a partnership, or any other business entity, company formation services in Hong Kong can provide tailored solutions to suit your specific needs. They understand the nuances of each business structure and can assist in choosing the most appropriate option based on your business goals.

3. Administrative and Documentation Assistance:

One of the major advantages of utilizing company formation services is the support provided in handling administrative tasks and documentation. These services can assist in preparing and filing the necessary incorporation documents, such as Articles of Association, Memorandum of Association, and other required forms. This ensures compliance with legal requirements and saves you valuable time and effort.

4. Registered Office and Company Secretary Services:

Company formation services in Hong Kong often include the provision of a registered office address and company secretary services. Having a local registered office address is a legal requirement, and professional service providers can offer this facility, ensuring all official correspondence is managed effectively. Additionally, they can handle company secretarial tasks, such as maintaining statutory records and fulfilling reporting obligations.

5. Ongoing Compliance Support:

Beyond the initial setup, company formation services can offer ongoing compliance support to ensure your business remains in good standing. This includes assistance with annual filings, tax compliance, and other regulatory obligations, helping you stay on top of your legal responsibilities.


Availing company formation services in Hong Kong can significantly simplify the process of starting and managing a business. With expert guidance, tailored solutions, administrative support, and ongoing compliance assistance, these services streamline the complexities associated with business setup. By partnering with professional service providers, entrepreneurs can focus on their core business activities, confident that their legal and administrative requirements are being handled efficiently. When considering establishing a business in Hong Kong, exploring the benefits of company formation services is a wise step towards a successful and hassle-free business venture.