In this course · 2 of 4
Course 2
Use the small company shortcut
4 lessons · 4 min

The short answer
A private company qualifies as small if it meets any two of three tests: revenue up to HK$100 million, total assets up to HK$100 million, and no more than 100 employees. Other routes exist for single-owner companies and for larger eligible private companies with member approval.
Routes in s.359
- Small private company: any two of: total revenue not above HK$100 million; total assets not above HK$100 million; average employees not above 100 (Schedule 3, s.1(1)).
- Private company with no subsidiary, and not itself a subsidiary: all members agree in writing for the year. No size test.
- Eligible private company: revenue and total assets up to HK$200 million (and not above 100 employees, per two of three), and members' approval by resolution (at least 75%, with no votes against, under s.360).
- Small company limited by guarantee: revenue up to HK$25 million.
- Groups of small or eligible companies under aggregate limits (ss.364-365).
Disqualification Once qualified, a company loses small status if it fails two of the three tests for two consecutive years (s.361(4)).
Excluded companies Banks, insurers, SFC-licensed corporations and companies that take loans of money at interest by way of business are excluded (s.359(4)).
Note HKICPA's current SME-FRF & SME-FRS page repeats the same thresholds: HK$100 million revenue, HK$100 million assets and 100 employees for small private companies; HK$200 million for eligible private companies; HK$25 million revenue for small guarantee companies.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), ss.359-366
- Companies Ordinance (Cap. 622), Schedule 3
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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