Yes, it is possible to change a company limited by guarantee to a company limited by shares in Hong Kong. Here are the steps involved in the conversion:
- Check the company’s articles of association – The first step is to check the company’s articles of association to ensure that they allow for the conversion from a company limited by guarantee to a company limited by shares. If the articles do not allow for this, you will need to amend them.
- Pass a special resolution – The company must pass a special resolution to approve the conversion. This resolution must be passed by at least 75% of the members present at a general meeting of the company.
- Obtain a written consent from the Inland Revenue Department – Before the conversion can take place, the company must obtain a written consent from the Inland Revenue Department. This consent is required because a company limited by guarantee is exempt from paying profits tax, whereas a company limited by shares is subject to profits tax.
- Prepare the necessary documents – The company must prepare the necessary documents for the conversion, including a notice of conversion, a new memorandum of association, and new articles of association.
- File the documents with the Companies Registry – Once the documents have been prepared, the company must file them with the Companies Registry. The filing fee for the conversion is HKD 1,720.
- Obtain a new business registration certificate – After the conversion has been completed, the company must obtain a new business registration certificate from the Inland Revenue Department. This certificate will reflect the change in the company’s status from limited by guarantee to limited by shares.
It is important to note that the conversion process can be complex, and it is advisable to seek professional advice from Hong Kong Company Formation to ensure that you follow all the rules and regulations set forth by law.