About Hong Kong Company Limited by Guarantee

Companies limited by guarantee without a share capital are typically used for non-profit organisations and clubs that require legal personality. This kind of company is limited by guarantee rather than capital, meaning that the parties involved are guarantee members and are not shareholders.

Instead of investing capital, the members guarantee to contribute a predetermined sum to the company to cover its liabilities in the event of the winding up of the company.

Companies limited by guarantee are required to file annual returns together with certified true copies of the relevant financial statements, directors’ reports and auditor’s report in respect of every financial year.


  • Limited Liability – Members have a fixed liability based on the predetermined sum he or she guarantees.


  • Profits – Profits cannot be distributed and working capital might be limited.
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