MISHA Foundation — HK CLG Structure
An alternative legal structure for the index: a Company Limited by Guarantee (CLG) registered in Hong Kong.
What Is a CLG
A CLG is a company without share capital. Members’ liability is limited to a guarantee amount (typically HKD 1). Used for nonprofits, professional associations, charities. Can apply for Section 88 charity status later.
Registration Details
- Cost: HKD 170 (Companies Registry filing fee)
- Total setup: ~HKD 5,000-10,000 with company secretary service
- Annual costs:
- Audit: HKD 5,000-15,000/yr (mandatory for CLG, no waiver)
- Company secretary: HKD 2,000-3,000/yr (or free if director self-appoints)
- Business registration: HKD 2,200/yr (waived after Section 88 granted)
Directors and Compensation
- Minimum 2 directors required (HK CR rule for CLG). Sole-director CLG is not permitted. One director may concurrently serve as company secretary.
- Without Section 88: Directors CAN receive salary (no restriction)
- With Section 88: Directors cannot be paid for the director role, BUT can be employed in separate operational roles (Research Director, Operations Manager, etc.)
- Strategy: Start without S88, get it later when track record exists and donor receipts needed
Company Secretary Requirements
- Must be HK permanent resident
- If 2+ directors: one director can serve as company secretary
- Egor is HK PR — can self-appoint or appoint Vladislava
CLG vs US 501(c)(3)
| HK CLG | US 501(c)(3) via Fiscal Sponsor | |
|---|---|---|
| Setup speed | 1-2 weeks | Weeks (fiscal sponsor) / months (own entity) |
| Cost | HKD 5-10K | 3-5K (own) |
| US donor tax receipts | ❌ | ✅ |
| HK donor tax receipts | ✅ (after S88) | ❌ |
| Annual audit | Mandatory | Less common |
| Best for | HK-based grants, HK donors | US grants (NIH, CZI), US donors |
Recommendation (2026-03-20)
Start with US fiscal sponsor (NORD/Global Genes) for NIH grant access. Register HK CLG in year 2-3 if significant HK donor base develops or HMRF grant opportunity arises.
See MISHA Foundation Fiscal Sponsor Strategy for fiscal sponsor details. See index for overall roadmap.
Connections
[part-of]index- MISHA Foundation Fiscal Sponsor Strategy
[see-also]Misha[see-also]MISHA Foundation Grant Strategy