How to Set Up an NGO in Hong Kong: A Complete Guide

What is an NGO (Non-Governmental Organization)?

A Non-Governmental Organization (Non-Governmental Organization, abbreviated as NGO) refers to an organization that is independent of the government, non-profit-making, and spontaneously formed and operated by civil society. Their primary mission is usually to promote specific social goals, solve social problems, or advocate for certain values.

Generally speaking, an NGO typically possesses the following characteristics:

• Non-profit: In most cases, an NGO operates on a non-profit basis and does not aim to earn money. Any surplus must be reinvested back into the organization’s mission rather than being distributed to individuals or shareholders.
  
• Independence: Although some NGOs receive government funding or undertake projects commissioned by the government, they maintain independence in their organizational operations, decision-making, and positions.
  
• Voluntary: Most rely on the spontaneous participation of volunteers.
  
• Public Interest: The service targets usually involve socially vulnerable groups or the public interest.
  

NGOs serve a very wide range of fields. Below are some common types and examples:

NGO Service Sectors and Examples

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In terms of income sources, NGO revenue mainly relies on donations, membership fees, foundation subsidies, international aid, or government grants, rather than relying on the commercial sale of products or services to earn profits. Any surplus generated is typically used to achieve the organization's purpose and public welfare goals, rather than being distributed as dividends to founders, directors, or any individuals.

2 Ways to Establish an NGO in Hong Kong

To set up an NGO in Hong Kong, you can primarily choose between two methods: incorporating as a Company Limited by Guarantee or through Society Registration.

1. Incorporating a Company Limited by Guarantee

When establishing an NGO in Hong Kong, you can choose to incorporate as a Company Limited by Guarantee to open your NGO company.

A Company Limited by Guarantee possesses its own independent legal personality. It can own property, enter into contracts, open bank accounts, hire employees, and initiate or be the subject of legal proceedings in its own name. It is completely separate from the personal identities of its members.

Based on this nature as an independent legal entity, a member's legal liability is limited only to the "guaranteed amount" pre-committed in the Articles of Association. This amount is usually just a symbolic sum.

Furthermore, it only needs to be fulfilled in the event that the company undergoes winding up and the company's assets are insufficient to settle its debts. In other words, under normal operations or even general loss-making situations, members will not be required to use their personal assets to bear responsibility for the company's debts.

In addition, if an NGO is established in the form of a Company Limited by Guarantee and the company is an "institution or trust of a public character," it can further apply to become a tax-exempt charitable institution (commonly known as a "Section 88 License") under Section 88 of the Inland Revenue Ordinance. Consequently, many charitable organizations and NGOs currently adopt this structure for their establishment.

2. Society Registration

Another way to establish an NGO in Hong Kong is to apply to the Societies Office of the Hong Kong Police Force to become a registered society or an exempted society under the Societies Ordinance (Chapter 151). Among these, if the NGO is established for a single purpose (such as religious, charitable, social, or recreational), it may apply to become an exempted society.

Compared to incorporating a Company Limited by Guarantee, the advantage of registering an NGO as a society is that the application process is relatively simple and there is no need to pay government registration fees. However, a society does not possess an independent legal personality. The office-bearers of the society must bear unlimited liability, meaning that if contracts, debts, or legal responsibilities are involved, they are borne by the office-bearers rather than the society itself. Furthermore, if there is a need to open a bank account, more documents must be submitted for proof, and the difficulty of opening an account will be higher than that of a Company Limited by Guarantee.

Requirements for Establishing an NGO

As mentioned above, you can establish an NGO through incorporating a Company Limited by Guarantee or through Society Registration. The following explains the establishment requirements and necessary information for these two methods:

Company Limited by Guarantee

According to the regulations of the Companies Registry, if you incorporate a Company Limited by Guarantee, you need to meet the following conditions:

• At least 2 directors and 1 Hong Kong Company Secretary (the secretary can be concurrently held by a director).
  
• A physical registered address in Hong Kong (P.O. Boxes are not allowed).
  
• The company name must end with "Limited" or "有限公司" (unless it is formed for the purpose of promoting commerce, art, science, religion, or charity or any other useful objects, and will not distribute profits to its members).
  
• The company name must not be identical or too similar to existing company names, nor should it mislead the public into believing it is related to the government.
  
• Each member must commit to a fixed guarantee amount in the Articles of Association, which is also the maximum limit of liability during winding up.
  

Information needed:

• Identity proof and address proof for each member and director.
  
• Incorporation Form (NNC1G).
  
• Articles of Association.
  
• Notice to Business Registration Office (IRBR1).
  

Society

The registration of Hong Kong societies is primarily regulated by the Societies Ordinance (Chapter 151 of the Laws of Hong Kong) and is handled by the Societies Office of the Licensing Court of the Hong Kong Police Force. Below are the basic requirements for establishing a society:

• At least 3 office-bearers, with one office-bearer acting as the highest person-in-charge of the society (e.g., Chairman). The remaining office-bearers can be the Vice-Chairman, Treasurer, or Secretary.
  
• If the society is ordered to cease operations by the Secretary for Security, the office-bearers of that society may not serve as office-bearers for other societies within 5 years without the written consent of the Societies Officer.
  
• The principal place of business must be a Hong Kong address.
  

When registering a society with the Societies Office, you must apply for registration or exemption within 1 month of its establishment. The following information must be prepared for the application:

• Society Registration Application Form / Exemption from Registration Application Form.
  
• Identity proof and address proof for all office-bearers.
  
• Consent to the use of the society name (if applicable).
  
• The Constitution, Rules, or Minutes of the society signed and confirmed by all office-bearers to show the society’s mission or purpose.
  
• Relevant qualification documents of the office-bearers (such as certificates or photos taken during past activities).
  
• Information on activities the society has held in the past or intends to hold (including time, location, and detailed content).
  
• Consent form from the occupier of the principal place of business and/or contact address, along with a copy of their ID card.
  

How to Set Up an NGO in Hong Kong: A Step-by-Step Guide

Company Limited by Guarantee

• Define Company Purpose: Clarify the mission and goals of the NGO; they must align with charitable purposes and clearly state that the NGO company is not for profit.
  
• Draft Company Name: Conduct a name search on the Companies Registry website, then create a company name according to requirements.
  
• Draft Articles of Association: List the members, directors, company secretary, and registered office address. Formulate the Articles of Association, specifying charitable purposes and ensuring profits are not distributed to shareholders according to charitable requirements, which facilitates the future application for a "Section 88 License."
  
• Submit Documents: Submit the Articles, NNC1G form, Notice to Business Registration Office (IRBR1), and registration fees to the Companies Registry.
  
• Collect Certificates: After a successful application, you will be issued a Certificate of Incorporation and a Business Registration Certificate.
  
• If necessary, you can apply for a "Section 88 License" to indicate that the NGO company is a charitable institution to obtain tax exemption. If the information is complete, the Commissioner of Inland Revenue will reply within 4 months.
  

Society

• Determine Purpose and Constitution: Prepare the society's Constitution / Rules / Articles of Association (must include purpose, authority of office-bearers, joining and withdrawing from membership, meetings, asset handling, and dissolution arrangements). The purpose must be legal and clear (e.g., "promoting community education and aiding the poor"). To apply for tax exemption later, the purpose must align with the Inland Revenue Department’s four categories of "charitable purposes" (relief of poverty, advancement of education, advancement of religion, or other purposes of a public character).
  
• Determine Society Name: You can first check the list on the Police Force website, then create a name according to requirements.
  
• Fill in Application Forms: Within 1 month of the society’s establishment, fill in the Society Registration Application Form / Exemption from Registration Application Form, and then submit the application to the Societies Office, 12th Floor, Arsenal House, Police Headquarters, Wan Chai, Hong Kong. The Police Force states that as long as the applicant submits sufficient information, it will be processed within 12 working days.
  
• Collect Certificates: Upon success, you will receive a confirmation letter and a Certificate of Registration of a Society or a Certificate of Exemption from Registration of a Society.
  
• If necessary, you can apply for a "Section 88 License" to indicate that the NGO company is a charitable institution to obtain tax exemption. If the information is complete, the Commissioner will reply within 4 months.
  

Cost of Starting an NGO: Registration Fees and Charges

Company Limited by Guarantee

According to information from the Companies Registry, the fees for incorporating a Company Limited by Guarantee are as follows:

[Table:2]

Business Registration Fee and Levy:

• 1-year certificate: HK$2,200
  
• 3-year certificate: HK$6,020 (includesHK300 levy)
  

Society

The Hong Kong Police Force states that applying for society registration or exemption from registration is free of charge.

What is an NPO? (Non-Profit Organization)

NPO is the abbreviation for "Non-Profit Organization." Simply put, it refers to a class of organizations whose primary goal is to serve society, promote public welfare, or achieve a specific mission, rather than earning profits for distribution to shareholders or owners.

What is the difference between an NGO and an NPO?

NGO (Non-Governmental Organization) and NPO (Non-Profit Organization) are often confused in daily use, but there are subtle differences, especially within the legal and practical context of Hong Kong. Simply put:

• NPO emphasizes "not for profit." Any surplus must be used for the organization’s purpose and cannot be distributed to shareholders or members.
  
• NGO emphasizes "non-governmental," meaning it operates independently of the government, but it is not necessarily non-profit-making (for example, certain trade unions or professional bodies are NGOs but may have profit-making qualities).
  

In Hong Kong, most NGOs recognized by the public are also NPOs (such as charitable institutions and social welfare agencies), but strictly speaking, the scope of NGO is broader. The two are often used interchangeably and do not have absolute legal boundaries.

Comparison Table: NGO vs. NPO

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