Company Registration
Limited Company

A limited company is a company in which the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. The former may be further divided into public companies and private companies. Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company.

Types of Limited Company
  • Private company limited by guarantee

    This is a company that does not have share capital, but is guaranteed by its members, who agree to pay a fixed amount in the event of the company's liquidation. Charitable organizations are often incorporated using this form of limited liability. Another example is the Financial Conduct Authority.
  • Private company limited by shares

    This is a company has shareholders with limited liability and its shares may not be offered to the general public. Shareholders of private companies limited by shares are often bound to offer the shares to their fellow shareholders prior to selling them to a third party.
  • Public limited company

    A public limited company can be publicly traded on a stock exchange.
Characteristics of Limited company
  • Limited Company is a legal entity corporate with a separate legal status and may enter into contracts, carry on litigation, own assets and borrow on behalf of the company.
  • SMEs are usually Private Limited Company, rather than public limited company. Under “Company Ordinance”, Private Limited Company cannot invite the public to subscribe for its shares, and can only have up to 50 shareholders with limitation on the right to transfer shares.
  • Private Limited Company must have at least one shareholder, and at least one director.
  • Articles of Association shall include the authorized capital of the Company (the maximum amount raising funds), obligations, rights and corporate rules. These documents must be submitted to Company Registry before the company officially incorporate.
  • The Board of Directors shall disclose personal interest in the company. Directors should avoid involving in transactions that may have conflicts of interest with the company.
  • The minutes of the shareholders' meeting or board meeting shall be kept in the registration office.
  • Limited Company should set up complete accounting records and appoint of an independent auditor to prepare an audit report. In the annual general meeting of shareholders, directors shall submit the directors' report and audit report.
  • The name of the Limited Company should be printed on top of the file (such as letterheads, receipts, invoices, etc.).
  • Entering into shareholders' Agreement is important. The agreement should include the information related to the ways to withdrawal and transfer of shares, the ways to resolve disputes between the daily management and policy formulation, safeguards the rights of small shareholders. In regards of preparing the agreement, you should seek the advice from a lawyer.

The procedures of setting up a limited company are complicated and time consuming. Our company can complete these steps for you quickly and reliably to save your time. You only have to provide information regarding the establishment of the company, along with the copies of the related documents to us.


You may also consider choosing one of the companies that has been pre-established by our company, Ltd., our staff will then begin name transfer resolution procedures.

The advantage of Limited Company:
  • The shareholders' liabilities are limited to the total amount invested in the company.
  • Shareholders' personal debt, will not involve in the assets of the company.
  • The Limited Company's shareholder and director could be the same person. This person has full discretion in the company's policies and profit distribution.
  • Shareholders may transfer their shares to other existing or new shareholders, and the transfer of shares will not affect the company structure. Shareholders need only obtain permission from the company and ensure the company has complied with the bylaws; with the signing of the transfer of documents and transaction documents (reference balance sheet accounts and internal audit recently calculated amount) and payment of stamp duty, the transaction is completed.
  • Rights to transfer shares of Limited Company subject to the terms of the shareholders' agreement. When the shareholders would like to transfer of shares, the shares must be sold to existing shareholders first. According to the "Companies Ordinance", unless there is a problem with director's integrity. The board of directors have the power to refuse the transfer of share to the new shareholders.
  • To avoid counterfeit or fraud, identical names cannot be used with Limited Co.
  • Death, bankruptcy, retirement or unsoundness of mind of shareholders will not cease the business.
The disadvantage of Limited Company:
  • Shareholders can only divest through the transfer of shares.
  • Under the Law, company must disclose certain information to public such as capital structure, the personal information of shareholders, directors and secretaries, the transfer of shares and other collateral.
  • Given the nature of Limited Company, a lot of debtors will require the shareholders or directors of the company to provide a personal guarantee or bank guarantee. In such case, once the company is unable to repay the debt, private assets owned by shareholders and directors would be used that to repay the debts.
  • Through documents submitted to the Companies Registry, Limited Company discloses its articles of association, registered address, information of shareholder, directors, company secretary and creditor, the authorized share capital, the amount and type of shares issued and the total amount of debt (including all mortgage loans and mortgages).
  • De-registration procedures are time consuming.
  • Minority shareholders may not be able to effectively control or participate in the company's management and policy decisions.

For the application of the above formalities, please download this form to set up a company. Please send it back to us by fax or e-mail. Our staff will contact you as soon as possible. Should you have any question, please call our customer service hotline.