A Guide to Articles of Association in Hong Kong
The Articles of Association (AA) is a must-have document you need when you register for a company in Hong Kong, regardless of your entity type. Under the new Companies Ordinances, the document called ‘Memorandum of Association’ has been abolished.
What are the Articles of Association?
This document is prepared when a company is established. It contains rules to run the company for internal management. It also covers information of the capital and initial shareholdings that will help any interested parties learn some key facts about the company’s scope and responsibilities of its members. Interested parties might be the national regulator, government bodies, banks, potential partners, investors etc.
The Articles of Associations would enable these parties to learn about the following key facts of the company:
| Company type | Mandatory information to be included in Articles of Association | |
| Unlimited company | Company name; List of founder members |
Must state that the liability of its members is unlimited |
| Company limited by shares | Must state that the liability of its members is limited to any amount unpaid on shares held by the members. | |
| Company limited by guarantee | Must state that each member of the company undertakes that if the company is wound up while he/she is a member (or within 1 year after he/she stops being a member), then he/she will contribute an amount required, not exceeding a specified amount, to the company's assets | |
| Company with a licence | Must state the company's objects whilst the licence remains in force | |
| Capital and initial shareholdings (except guarantee company) | ||
How do I Prepare the Articles of Association?
According to Hong Kong Companies Ordinance (CO), to create this document, you need to assemble all founder members of your company and have them sign the proposed Articles of Association. Then a copy of AA should be submitted to Hong Kong Companies Registry for registration either in hard copy or electronically via e-Registry.
There is no specific template to create the Articles of Association. The main rule is that the Articles must be written in English or Chinese. You can look up four sample Articles of Association on the official website of Hong Kong e-Registry or consult individual legal advice for a tailor-made Articles of Association.
Can I change the Articles of Association Later On?
Yes, you can amend your company’s Articles of Associations if you need to legalize some major changes, such as alteration of the company’s objects (objection is optional under the Companies Ordinances except company with a license), issuing a new type or class of shares, or adding new clauses etc. If a company agrees on changing its AA, then it has to prepare a special resolution and submit a set of relevant documents to the Hong Kong Companies Registry for registration.
The components of such document set vary depending on what exactly a company wants to change in its AA:
| Situation | Minimum required documents |
Alteration of any provisions of a company’s AA* *except for company’s objects and Certain Articles by Existing Company (see below) |
A copy of the special resolution for alteration of AA; Form NAA1; A certified copy of the altered AA. |
| Alteration of a company’s objects only | A copy of the special resolution for alteration of AA; Form NAA2; A certified copy of the altered AA. |
| If an Existing Company changes any provisions that are contained in the company’s Memorandum of Association and such provisions could be contained in the company's AA instead of in the Memorandum of Association when the Memorandum was registered. | A copy of the special resolution for alteration of AA; Form NAA3; A certified copy of the altered AA. |
|
Change of company status from private company to public company or vice versa* * by alteration of the company’s articles (need to submit relevant form and docs to CR for registration too) |
Altered company’s articles: Submit relevant form, special resolutions and a copy of the special resolution for alteration of AA; Change of company status from private company to public company: Form NAA4; A certified copy of company’s annual financial statements |
If your company alters both its provisions and objects, then you should submit both forms NAA1 and NAA2 along with 2 certified copy of the articles as altered and relevant special resolutions.
Running a business requires constant communication between your company and the Hong Kong authorities like the Inland Revenue Department and the Companies Registry. With deadlines on filing there’s a lot to keep track of. You can do it all on your own but if you’d rather focus on your business growth, leave it to our meticulous and friendly company secretaries.
