HK CLG Incorporation
Form MISHA Foundation Limited as a Hong Kong Company Limited by Guarantee with founding Articles of Association drafted to satisfy Section 88 charity-status review later.
Why HK first
Per FDR-001 (HK-first dual-prong structure):
- Egor is HK-resident and HK-banked → friction-free incorporation
- HK CLG is the standard structure for HK rare-disease foundations
- Section 88 status confers tax-deductibility for HK donors (Year 1’s primary patron pool)
- US tax-deductibility addressed via fiscal sponsor (parallel track, separate project)
Plan
| # | Step | Verify | Owner | Target |
|---|---|---|---|---|
| 1 | Reserve company name “MISHA Foundation Limited” | Name reservation receipt | Egor | Day 1-2 |
| 2 | Draft Articles of Association (Section 88-ready) from documents/templates/aoa-clg-section88.md | AoA draft v1 | Egor | Day 3-5 |
| 3 | (Optional) HK lawyer 30-min review of AoA | Lawyer markup integrated | Egor | Day 6-10 |
| 4 | Prepare NNC1G incorporation form + founder member statement | Form complete | Egor | Day 11-12 |
| 5 | File NNC1G + AoA at Companies Registry. Pay HKD 2,400 fee | Certificate of Incorporation issued | Egor | Day 13-18 |
| 6 | Open HK business bank account (likely Statrys for speed; HSBC backup) | Bank account live | Egor | Day 19-30 |
| 7 | First board minutes file: appointment of 2 founding directors + company secretary + adoption of AoA + bank-account resolution | governance/{date}-board-minutes.md | Egor | Day 19-30 |
Director / secretary requirement (HK CR)
A Hong Kong Company Limited by Guarantee must have at least 2 directors and 1 company secretary. The secretary must be ordinarily resident in Hong Kong, or a HK-licensed corporate service provider. One of the directors may also serve as the company secretary, but a sole director-and-secretary CLG is not permitted.
Day 1 plan:
- Director 1: Egor Lyfar (founder, HK PR, also serves as company secretary)
- Director 2: TBD — confirm before filing NNC1G. Candidates: Vladislava Lyfar; or first independent director recruited from existing network (finance/legal background preferred per Board & Advisors Year 1 target).
Source: HK Companies Registry FAQ, “Forming a company limited by guarantee” — 2 directors + secretary minimum.
Costs (estimated)
| Item | Cost |
|---|---|
| Company name reservation | HKD 295 |
| Incorporation filing (NNC1G + AoA) | HKD 2,400 |
| Annual Return NAR1 (year 2 onwards) | HKD 105 |
| (Optional) lawyer review | HKD 1,500-2,500 |
| Bank account opening | HKD 0-2,000 (depends on bank) |
| Total Year 1 (with lawyer) | HKD 4,200-7,200 |
Risks
- AoA non-compliant with Section 88 → mitigation: use IRD-published model AoA + lawyer review pre-filing
- Bank account rejection (HK banks risk-averse on charities) → mitigation: Statrys as backup, HKMC introduction letter via SAB if needed
- 2nd director not locked before filing → CLG cannot be incorporated with sole director; mitigation: confirm 2nd founding director (Vladislava Lyfar or first independent recruit) by Day 10, before NNC1G submission
Success criteria
- Certificate of Incorporation issued with company number
- AoA contains Section 88-acceptable charitable purposes clause
- HK bank account live, named recipient = MISHA Foundation Limited
- First board-minutes filed, 2 founding directors and company secretary recorded
Related
- Section 88 application = separate, future project (Year 1 month 9-12)
- US fiscal sponsor agreement = parallel project (Year 1 month 1-3)
Connections
[part-of]Legal & Compliance[applies]FDR-001[see-also]legal-structure-cross-border