Hong Kong incorporated companies are separate legal persons. They may be incorporated under the Companies Ordinance or the Securities and Futures Ordinance. Hong Kong incorporated companies under the Companies Ordinance may take the form a company limited by shares, a company limited by guarantee and an unlimited liability company. Hong Kong incorporated companies under the Securities and Futures Ordinance are open-ended fund companies (“OFCs”).
A company limited by guarantee is a company in which each member agrees to contribute a pre-agreed amount to the company in the event that the company is wound-up. A company limited by guarantee does not have any share capital. A company limited by guarantee is often used for charitable or non-profit endeavours.
OFCs are special types of companies designed to serve as fund vehicles. They are companies with share capital and the liability of shareholders is limited. Unlike a company limited by shares under the Companies Ordinance, OFCs may segregate assets and liabilities into different sub-funds. This means that the assets of one sub-fund cannot be used to satisfy the liabilities of another sub-fund.
Moreover, OFCs allow for redemption of shares without capital maintenance restrictions which apply to companies limited by shares. As a result, it possible for an investor to liquidate his investment at any time.
OFCs are well suited for hedge funds and enjoy broad exemption from Hong Kong profits tax.
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