Company Limited By Guarantee Memorandum Of Association Template for Hong Kong

A Company Limited By Guarantee Memorandum Of Association is the foundational constitutional document you need when incorporating a non-profit organization in Hong Kong. Unlike companies with share capital, this document establishes your organization as one where members provide a guarantee rather than purchasing shares, making it ideal for charitable organizations, professional bodies, trade associations, and social enterprises.

When do you need this document?

You need this memorandum when establishing any organization that operates for non-commercial purposes without distributing profits to members. This includes charitable organizations seeking tax-exempt status, professional associations like medical or legal bodies, trade unions, educational institutions, religious organizations, and social enterprises focused on community benefit rather than profit generation. The document is also required when converting an existing unincorporated association into a formal company structure or when international organizations want to establish a Hong Kong presence for their non-profit activities.

Key legal considerations

Your memorandum must clearly define the company's objects, ensuring they align with your intended activities and any regulatory requirements for your sector. The limitation of liability clause is crucial - it specifies the nominal amount each member guarantees to contribute if the company is wound up, typically ranging from HK$10 to HK$100. Include provisions stating that income and property must be applied solely toward promoting the company's objects, with no distribution to members as dividends. If seeking tax exemption, ensure your objects clause meets Inland Revenue Department requirements for charitable purposes. The powers clause should be comprehensive enough to allow necessary activities while remaining within your stated objects. Consider including dissolution clauses that direct remaining assets to similar organizations rather than members.

Legal requirements in Hong Kong

Under the Companies Ordinance (Cap. 622), your memorandum must state the company name, confirm the registered office will be in Hong Kong, and specify it's a company limited by guarantee. The document requires execution by each founding member in the presence of a witness, with signatures properly attested. You must file the memorandum with the Companies Registry along with Form NNC1 and the prescribed fee. The name must include "Limited" or its Chinese equivalent and cannot be identical to existing companies. If your objects include charitable purposes, ensure compliance with the Inland Revenue Ordinance (Cap. 112) for potential tax exemption eligibility. The Business Registration Ordinance (Cap. 310) requires separate business registration within one month of incorporation. Professional company secretary services may be advisable to ensure proper compliance with ongoing statutory requirements and filings.