GUARANTEE COMPANY FORMATION
Hong Kong Form NNC1G: Registration Guide for Guarantee Companies
Choose the correct NNC1G route, align the guarantee with the articles, and file a complete member-and-officer record.
A Hong Kong company limited by guarantee uses Form NNC1G, not NNC1. In Section 2, select “a company limited by guarantee without a share capital.” The same form also covers private and public unlimited companies with share capital, so selecting the correct type is essential: a guarantee company has members rather than shareholders, no share capital, and member liability capped by the contribution promised in its articles if the company is wound up.
The registration is only as reliable as the agreement between NNC1G and the articles. The proposed member count, guarantee amount or amounts, names, addresses, officers and founder certification must describe the same organisation. Incorporation also does not make the company a charity or grant tax exemption; that is a separate Inland Revenue Department assessment.
Key takeaways
- Tick the guarantee-company option in NNC1G and leave the share-capital sections inapplicable rather than inventing shares.
- Make the registered member number and each class guarantee agree with the liability clause in the signed articles.
- Appoint at least two natural-person directors; a body corporate cannot serve as a director of a guarantee company.
- Budget the Companies Registry fee by the number of members stated in NNC1G, then add the current business registration fee and levy.
- Treat section 88 charity recognition, fundraising permissions, licences and banking as separate post-incorporation decisions.
Confirm that NNC1G is the right route
Use the guarantee option
The entity has no share capital and each member promises a capped winding-up contribution stated in the articles.
Stop and reconsider
The founders expect equity ownership, dividends tied to shares or ordinary investment exits; a company limited by shares may fit better.
Guarantee companies are often used by associations, clubs, professional bodies and non-profit initiatives because there are no ownership shares to distribute. That common use does not determine the legal or tax answer. Review who will be members, how membership begins and ends, who can vote, how the board is appointed, what happens to assets on dissolution, and whether the proposed objects support the actual activity.
The official Form NNC1G specimen and completion notes show three entity choices. For the title’s guarantee-company task, the relevant choice is Type A. Do not complete the share-capital and initial-shareholding sections that apply only to unlimited companies with share capital.
Align the members, guarantee and articles
Section 5 asks for the number of members with which the company proposes to register and the maximum contribution undertaken by each class of member. This is a contingent winding-up commitment, not paid-up capital and not an incorporation fee. If voting and non-voting members have different maximum commitments, show each class, currency and amount clearly.
The articles must contain the matching guarantee clause required by section 84(2) of the Companies Ordinance. They also need the company name, limited-liability statement and governance rules. For an organisation seeking charity recognition, the objects and crucial governance clauses require a separate design exercise; using a generic guarantee amount does not cure unsuitable objects or asset-disposal provisions.
List every founder member in Section 7 or Continuation Sheet A. The founder member who signs Section 10 certifies that all founders signed the articles, that the filed copy matches the signed version, and that the particulars in NNC1G are accurate and consistent with the articles. That makes version control important: keep one dated final articles file and one matching member register plan.
Where the member classes, objects and officer appointments must be coordinated, guarantee-entity filing support should begin before the articles are signed, because NNC1G’s founder certification covers the consistency of the final constitutional package.
Test the guarantee structure before filing
We can coordinate the member, officer and articles data before the founder statement is signed.
Complete the guarantee-company sections
- Company identity: enter the proposed English and/or Chinese name exactly as it appears in the articles. Select the guarantee-company option and, if supplied, use the current business-nature code for the major activity.
- Hong Kong address and contact: give a full registered office in Hong Kong. Non-Hong Kong, post office box and “care of” addresses are not accepted. Add the company email and Hong Kong contact telephone number.
- Members and liability: state the proposed number of registered members and the maximum guaranteed contribution for each class. Mark Sections 6 and 6A inapplicable because a guarantee company has no share capital.
- Founder members: enter each founder’s exact legal name and address. Do not enter share subscriptions in fields reserved for an unlimited company with share capital.
- Company secretary: a natural person must ordinarily reside in Hong Kong and provide a Hong Kong correspondence address; a corporate secretary must have its registered or principal office in Hong Kong. Address the TCSP licence field according to the actual appointment.
- First directors: appoint at least two directors, all natural persons. Report partial identity numbers in the public section and full numbers plus usual residential addresses on separate PI-NNC1G sheets.
- Founder statement: identify all continuation and PI sheets, then have a named founder or the authorised signatory of a corporate founder certify the final package.
If the signing founder is also a director, that individual must sign the consent in NNC1G. Other first directors may sign in the form or deliver NNC3 within 15 days after incorporation. The form should show which route applies to each director so the post-incorporation deadline is not lost.
File with the correct fees and timeline
Deliver NNC1G with the articles, IRBR1 and the current fees through the e-Services Portal or in hard copy. Electronic filing requires the relevant Individual User, e-Filing subscription and signatory arrangements. For a paper form, deliver all nine core pages, including pages with inapplicable items marked “Nil” or “N.A.”, plus used continuation sheets and one PI-NNC1G sheet for each natural person whose protected data must be reported.
| Members stated in NNC1G | Electronic filing | Hard-copy filing |
|---|---|---|
| 25 or fewer | HK$155 | HK$170 |
| 26–100 | HK$305 | HK$340 |
| Over 100 | HK$305 plus HK$18 per additional 50 members or part, capped at HK$925 | HK$340 plus HK$20 per additional 50 members or part, capped at HK$1,025 |
These Companies Registry fees were verified on August 25, 2026 and exclude the applicable business registration fee and levy. Recheck the official Companies Registry fee table and the linked IRD table at payment. A last-minute change in the registered member number can alter the fee and should also be reconciled with the articles and member plan.
Do not plan around the one-hour timeline for straightforward private companies limited by shares. Online applications for guarantee companies are subject to Registry staff processing, and the Registry’s incorporation FAQ says their certificates are generally issued in about three weeks. The clock is a planning indication, not a guarantee; name review, inconsistent articles, incomplete officer data or follow-up questions can extend it. Completion means receipt of both the Certificate of Incorporation and Business Registration Certificate.
Separate incorporation from charity status
A guarantee company is a legal structure, not a tax determination. The IRD may recognise a charitable institution or trust of a public character as tax-exempt under section 88 of the Inland Revenue Ordinance, but the organisation must apply and support its application with an appropriate written governing instrument and other documents. Incorporation by the Companies Registry does not make donations tax-deductible or put the organisation on the section 88 list.
Design the objects and governance clauses before filing if tax-exempt charity recognition is intended. The IRD charity application guidance distinguishes charitable purposes from operational powers and notes that trading profits remain subject to conditions. A generic commercial articles set may therefore create expensive amendments and delay a later tax-exemption application.
Also separate company registration from permits for fundraising, regulated services, employment, premises and banking. For a wider check of entity-specific incorporation requirements , map each approval to its own authority and completion evidence rather than treating the Certificate of Incorporation as a universal operating licence.
Decide whether the NNC1G package is ready
Proceed when the founders genuinely want a no-share-capital membership structure, the member number and guarantee amounts match the articles, at least two eligible natural-person directors are confirmed, the secretary meets the Hong Kong connection requirement, protected data is separated, and the founder can truthfully sign every certification in Section 10.
Stop for tailored review if membership classes have different rights, the organisation expects section 88 recognition, assets must be locked to a purpose, a corporate founder has a complex authority chain, or the planned activity is regulated. Those issues affect the articles and supporting evidence, so they should be solved before NNC1G is submitted rather than repaired after incorporation.
Resolve the constitutional questions first
Tell us the organisation’s purpose, member classes and intended tax position so the filing route can be assessed as one package.
Frequently asked questions
Does a guarantee company issue shares?
No. A Hong Kong company limited by guarantee has no share capital. Its members undertake a capped contribution to the company’s assets in the winding-up circumstances stated by law and the articles.
Can a guarantee company have one director?
No. The current NNC1G notes require at least two directors for a company limited by guarantee, and all must be natural persons.
Is the guarantee amount paid at incorporation?
It is normally an undertaking to contribute up to the stated amount if the company is wound up in the circumstances covered by section 84(2), not paid-up share capital. The organisation still needs separate operating funds.
