The Articles of Association are a crucial legal document for every company incorporated in Hong Kong, outlining the internal governance rules, shareholder rights, and operational procedures. With the Companies Ordinance (Cap. 622) streamlining corporate regulations, understanding the Articles is essential for compliance, transparency, and long-term business success. This guide will provide a comprehensive overview of what the Articles of Association include, how to register and amend them, and why they are important for Hong Kong businesses.
Content Outline
Key Takeaways
Definition and Purpose
The Articles of Association serve as a legal document that outlines a Hong Kong company’s internal rules, structure, and governance.
Mandatory Inclusions
Companies must include details like company name, liability of members, share capital structure, and rules on director powers and meetings.
Types of Articles
Hong Kong companies can adopt Model Articles, tailor their own, or use a combination, depending on their structure (private, public, or limited by guarantee).
Registration Requirements
Articles must be submitted to the Companies Registry during company incorporation, either in English or Chinese.
Amendments and Compliance
Companies can amend their Articles by passing a special resolution and must notify the Companies Registry within 15 days to stay compliant.
What Are The Articles of Association?
The Articles of Association is a legally binding document that sets out the rules governing a company’s internal affairs and corporate governance. It serves as the company’s constitution and is required under the Hong Kong Companies Ordinance (Cap. 622).
The Articles of Association outlines the company’s structure, defines the rights and obligations of its members (shareholders), sets procedures for appointing directors, and establishes how decisions are made and documented. It also governs areas like the distribution of dividends, issuance and transfer of shares, and the conduct of meetings.
Once registered, the Articles of Association form a statutory contract between the company and its members and among the members themselves. This means all parties are legally bound by the terms contained in the document.
Key Changes Under the New Companies Ordinance
In March 2014, Hong Kong introduced the new Companies Ordinance (Cap. 622) to modernize its corporate regulatory framework. This legislative reform brought about several key changes that simplified company incorporation, enhanced corporate governance, and aligned Hong Kong with international best practices. Here’s what you need to know:
Phasing Out of the Memorandum of Association
Under the previous regime, companies were required to file both a Memorandum of Association (MoA) and an Articles of Association (AoA) during incorporation. However, these documents often contained overlapping or redundant information.
With the implementation of Cap. 622, the Memorandum of Association was officially abolished. All essential company information such as business objectives, shareholding structure, and liability status must now be included in the Articles of Association alone. This shift simplifies the incorporation process and reduces paperwork for new businesses.
Adoption of No-Par Value Shares
The new Ordinance introduced a no-par value regime for shares, meaning that shares no longer have a nominal or face value (e.g., HK$1 per share). This change gives companies more flexibility in structuring their capital, including:
- Easier allocation of profits
- Greater freedom in issuing and pricing shares
- Elimination of confusion over share premiums or discounts
This reform aligns Hong Kong’s capital framework with jurisdictions like Singapore and New Zealand, making it more attractive for global investors.
Simplified Incorporation and Governance
The Ordinance consolidated and clarified numerous company law provisions, significantly reducing complexity for startups and SMEs. Some of the simplifications include:
- Streamlined registration procedures
- Model Articles of Association provided for different company types
- Clearer definitions of directors’ duties and shareholder rights
- Removal of outdated requirements like mandatory common seals
These changes allow entrepreneurs to focus more on growing their business, rather than navigating legal technicalities.
Enhanced Corporate Transparency and Investor Confidence
A key goal of Cap. 622 is to increase transparency and accountability within Hong Kong’s corporate ecosystem. Several measures support this:
- Codification of directors’ duties to prevent misconduct
- Tighter rules on disclosure of interests and conflicts
- Improved protection of minority shareholders
- Greater accessibility to corporate records via the Companies Registry
Together, these reforms enhance investor confidence and strengthen Hong Kong’s position as a leading international business hub.
The New Company Ordinance:
Before 3rd March 2014, the Companies Ordinance dictated that a newly established company should prepare two sets of documents – articles of association and the memorandum of association. However, there are too many details duplicated within the two documents, and therefore the Memorandum was abolished.
Hong Kong Company Registry – Abolition of Memorandum of Association and Matters relating to Company Articles
Which Companies Are Required To Have Articles of Association?
All companies need to file the Articles of Association. There are no exceptions.
Below are a few sample articles of association for various business types that are available from the Hong Kong Company Registry:
Download FREE e-Book Launching a business in Hong Kong – A Guide for Entrepreneurs here
What Must Be Included in the Articles of Association?
The Articles of Association (AOA) serve as the internal constitution of a Hong Kong company. To ensure legal compliance and operational clarity, certain elements must be included at a minimum, while others can be tailored to fit a company’s structure, size, and industry. Below are the core components that should be addressed in the Articles of Association:
Company Name
The company name is a mandatory element and must meet the guidelines set by the Hong Kong Companies Registry. It must:
- Be unique and not already registered by another company
- Not contain offensive or misleading words
- Include a legal suffix such as “Limited” for companies limited by shares
- Avoid names that imply a connection to the government or public authorities without approval
Your company name becomes your legal identity and appears on all contracts, invoices, and legal documentation.
Purpose of the Company
The Articles should state the business objectives—why the company exists and what it intends to do. This can be:
- Broad (e.g., “engage in any lawful trade or business”) – allows for flexibility and diversification
- Specific (e.g., “to provide IT consulting services”) – provides a focused scope of operation
Hong Kong companies often adopt a broad purpose to allow for future business expansion without needing to amend the Articles of Association.
Organisation Structure
This section outlines the framework of roles and responsibilities within the company. It includes:
- Directors: Procedures for appointment, removal, powers, and duties
- Shareholders (Members): Rights and obligations
- Company Secretary: Appointment and responsibilities (mandatory for private companies)
- Registered Office Address: Must be a Hong Kong address where official documents and notices are served
Clearly defining the organizational structure ensures transparency and regulatory compliance.
Share Capital Structure
The share capital section specifies how ownership is distributed and managed. It should include:
- Types of shares: Ordinary shares, preferred shares, or others with different rights
- Shareholder rights: Voting rights, dividend entitlements, and rights on liquidation
- Issuance and transfer: Rules for allotting new shares, transferring ownership, or forfeiting shares
- No-par value regime: Reflecting the current legal framework in Hong Kong post-2014
Properly structured capital terms provide clarity for both founders and investors.
Meetings and Decision-Making Procedures
The Articles must detail how decisions are made and how meetings are conducted. This includes:
- Annual General Meeting (AGM): Whether and how it is held
- Types of resolutions:
- Ordinary Resolutions (passed by simple majority)
- Special Resolutions (require 75% approval)
- Quorum: Minimum number of members required for a valid meeting
- Voting procedures: Including rights to vote by proxy
These rules ensure a fair and transparent decision-making process, especially in companies with multiple shareholders.
Other Common Provisions
To reduce ambiguity and align with best practices, companies often include the following additional provisions:
- Dividend Policies: Guidelines for declaring and distributing profits
- Use of Company Seal: Whether the company maintains a common seal and how it is used
- Financial Records and Audit: Requirements for maintaining accurate accounting records and undergoing statutory audits
- Dispute Resolution: Internal procedures for handling shareholder or director disputes, possibly including mediation or arbitration
- Winding-Up Procedures: Steps to dissolve the company voluntarily or by court order
Including these sections strengthens your corporate governance and helps avoid future conflicts or regulatory issues.
Legal Requirements and Customisation Options
When incorporating a company in Hong Kong, the Articles of Association play a critical role in outlining the internal governance structure and operational framework. Whether you choose to adopt the Model Articles provided under the Companies Ordinance or draft your own customised version, it is essential to understand both the mandatory content required by law and the flexibility available for tailoring provisions to suit your business needs.
Mandatory Minimum Content
Under the Hong Kong Companies Ordinance (Cap. 622), every company limited by shares must include certain core provisions in its Articles of Association. These mandatory clauses include:
- The company name
- The liability of members (typically limited to any amount unpaid on shares)
- The capital structure of the company, including the number and class of shares
Without these key elements, the Articles of Association will be considered incomplete and the incorporation process cannot proceed.
Optional but Recommended Clauses
While not legally required, several optional clauses are highly recommended to ensure smooth internal management and clarity in governance. These may include:
- Rules on appointing and removing directors
- Procedures for board and general meetings
- Rights and obligations of shareholders
- Provisions on issuing and transferring shares
- Dividend distribution policies
Including these clauses can help avoid ambiguity and reduce the risk of internal disputes as your business grows.
Consistency with the Companies Ordinance
Any custom provisions added to the Articles must be consistent with the Companies Ordinance. If a clause contradicts any part of the Ordinance, it will be rendered invalid. Therefore, it is advisable to seek professional guidance to ensure compliance and avoid legal complications.
Using Model Articles vs Drafting Custom Provisions
Hong Kong companies can either adopt the Model Articles prescribed by the Companies Ordinance or draft their own customised Articles. The Model Articles offer a convenient, compliant template for most small to medium-sized enterprises. However, companies with more complex structures or specific operational needs may benefit from tailoring their Articles to reflect their unique requirements.
Choosing between Model Articles and customised provisions depends on factors such as the company’s size, ownership structure, and long-term business strategy. Many companies start with the Model Articles and later amend them as their business evolves.
Who Must Have Articles of Association in Hong Kong?
The Articles of Association are a fundamental legal document required for every company formed in Hong Kong. Regardless of the company type, the Articles define the internal rules, governance structure, and responsibilities of members and directors. The content and structure may vary depending on the nature of the company.
Private Limited Companies
Private limited companies are the most common type of business entity in Hong Kong. These companies must have Articles of Association upon incorporation.
The Articles must include standard provisions such as the company name, limited liability of members, and share capital structure. Private limited companies are also subject to specific restrictions, including:
- A cap on the number of shareholders (maximum of 50)
- A prohibition on inviting the public to subscribe for any shares or debentures
- Restrictions on the transferability of shares
These limitations must be reflected in the Articles to ensure compliance with the Companies Ordinance (Cap. 622).
Public Companies and Companies Limited by Guarantee
Public companies and companies limited by guarantee are also required to have Articles of Association, but their requirements differ based on their legal structure and purpose.
For public companies, the Articles often include provisions related to share issuance, listing, and more complex governance structures. These companies may offer their shares to the public and typically have more stringent compliance obligations.
For companies limited by guarantee which are commonly used by nonprofits, charities, clubs, and associations—the Articles must clearly state that members do not hold shares and that their liability is limited to a specified amount they agree to contribute in the event of winding up.
Unlimited companies must also have Articles, but since members have unlimited liability, the Articles focus more on management and operations rather than capital structure.
Availability of Model Articles
To simplify incorporation, the Companies Registry provides Model Articles as standard templates that companies can adopt in full or modify as needed. These are available in different formats to suit various company types:
- Sample A – For private companies limited by shares (download here)
- Sample B – For public companies (download here)
- Sample C – For companies limited by guarantee (download here)
- Sample D – For private unlimited companies with a share capital (download here)
These templates offer a legally compliant starting point and are especially useful for small- to medium-sized enterprises or companies without complex corporate structures. Companies can choose to use the Model Articles as-is or customize them to meet specific operational or governance needs.
How to Register Articles of Association in Hong Kong
Registering the Articles of Association is a mandatory step when incorporating a company in Hong Kong. This legal document outlines the company’s internal governance rules and must be filed with the Companies Registry as part of the incorporation process. Below is a step-by-step guide to ensure your Articles of Association are properly registered and compliant with the Companies Ordinance (Cap. 622).
Step-by-Step Registration Process During Company Incorporation
- Prepare the Articles of Association
You can either adopt the Model Articles provided by the Companies Registry or draft a customised version tailored to your business needs. The Articles must include essential provisions such as the company name, share structure, and liability of members. - Complete the Incorporation Form (NNC1/NNC1G)
- Use Form NNC1 for companies limited by shares (e.g., private or public companies).
- Use Form NNC1G for companies not limited by shares (e.g., companies limited by guarantee or unlimited companies).
- Submit the Articles Together with the Incorporation Form
The signed Articles of Association must be submitted together with Form NNC1 or NNC1G. This submission is a legal requirement and must be completed to initiate the registration process. - Include Other Required Documents
Along with the Articles and Incorporation Form, you’ll also need to submit:- A Notice to Business Registration Office (IRBR1)
- A copy of each founder member’s ID or passport
- The appropriate incorporation and business registration fees
Where and How to File with the Companies Registry
You can file your incorporation documents, including the Articles of Association, through one of the following methods:
- Online via e-Registry
The e-Registry portal (www.eregistry.gov.hk) allows applicants to register their company electronically, offering a faster and more convenient process. Upload scanned copies of your signed Articles along with Form NNC1/NNC1G. - In Person or by Mail
Submit hard copies of all required documents to the Companies Registry office: 14th Floor, Queensway Government Offices, 66 Queensway, Hong Kong
Once your application is processed and approved, the Companies Registry will issue a Certificate of Incorporation and Business Registration Certificate, confirming that your Articles of Association are officially registered and the company is legally established.
How to Change the Articles of Association
Over time, a company in Hong Kong may need to amend its Articles of Association to reflect changes in business structure, shareholder agreements, or governance rules. Any alteration must comply with the requirements set out in Section 88 and Section 89 of the Companies Ordinance (Cap. 622). Failure to follow the proper procedure can result in legal consequences and financial penalties.
Requirements Under Section 88 and Section 89 of the Companies Ordinance
According to Section 88, a company may alter its Articles of Association by passing a special resolution. Section 89 further states that the amended articles must be delivered to the Companies Registry within a specific timeframe to be legally effective.
Changes could include amendments to:
- Shareholding rights or classes
- Director appointment or removal procedures
- Voting rights or quorum requirements
- Dividend distribution policies
Special Resolution: 75% Shareholder Approval
To legally change the Articles, the company must pass a special resolution, which requires the approval of at least 75% of the shareholders present and voting at a general meeting. Proper notice of the meeting must be given to all members in accordance with the existing Articles.
The special resolution must:
- Be clearly worded to specify the proposed changes
- Be recorded in the company’s minutes
- Be filed with the Companies Registry within the statutory deadline
Filing Form NAA1 or NAA2 with the Companies Registry
Once the special resolution is passed, the company must file the appropriate form with the Companies Registry within 15 days:
- Form NAA1 – For companies limited by shares or guarantee
- Form NAA2 – For unlimited companies
These forms must be submitted together with a copy of the special resolution and the updated Articles of Association. Submission can be done through the e-Registry portal or in person at the Companies Registry office.
Legal Consequences of Non-Compliance
Failing to comply with the filing requirements can lead to penalties under the Companies Ordinance:
- A default fine may be imposed on the company and every responsible officer
- Additional daily fines may be incurred for continued non-compliance
- Amendments may be considered invalid until properly registered
To avoid delays and penalties, companies are strongly advised to consult a professional corporate services provider when altering their Articles of Association.
Conclusion
The Articles of Association (AoA) are more than just a legal requirement. They form the foundation of your company’s internal governance and operational structure. Having a well-drafted, compliant, and customized AoA is essential to ensuring smooth business operations, clear shareholder rights, and strong legal protection for all parties involved.
At FastLane, we specialize in Hong Kong company formation and ongoing corporate governance support. Our experienced team ensures that your Articles of Association are fully compliant with the Hong Kong Companies Ordinance (Cap. 622) and tailored to meet your specific business needs. We can help you:
- Provide guidance on adopting Model Articles or drafting custom provisions
- Ensure full compliance with legal requirements during incorporation and amendments
- Handle all filings with the Companies Registry, including Forms NNC1/NNC1G and NAA1/NAA2
- Offer ongoing support for corporate secretarial services and statutory compliance
Whether you’re setting up a private limited company, public company, or non-profit organization in Hong Kong, FastLane can guide you through every step ,from drafting your Articles of Association to maintaining full compliance. Contact us today for a consultation!
FAQs About Hong Kong Articles of Association
Are Articles of Association mandatory in Hong Kong?
Yes, the Articles of Association (AoA) are a mandatory legal document for all companies incorporated in Hong Kong under the Companies Ordinance (Cap. 622). The AoA outlines the internal rules and governance framework of the company and must be submitted to the Companies Registry during the incorporation process.
Can the Articles of Association be amended?
Yes, companies can amend their AoA by passing a special resolution, which requires the approval of at least 75% of shareholders present and voting. After the resolution is passed, the updated AoA must be filed with the Companies Registry using Form NAA1 or NAA2 within 15 days of the resolution date.
What is the difference between AOA and MOA?
Historically, Hong Kong companies had both a Memorandum of Association (MoA) and an Articles of Association. However, following changes to the Companies Ordinance in 2014, the MoA was abolished, and its essential information (such as company name and liability clause) was incorporated into the AoA. Today, the AoA is the sole constitutional document for a Hong Kong company.
Who is bound by the Articles of Association?
The AoA forms a binding contract between the company and its members, as well as among the members themselves. This means all shareholders and directors must adhere to the rules and procedures outlined in the document, including voting rights, share transfers, and director appointments.
What happens if a company fails to comply with AoA requirements?
Non-compliance with the AoA or failure to file amendments with the Companies Registry can lead to legal consequences, including:
- Fines and penalties for the company and its responsible officers
- Invalidation of decisions or actions that breach the AoA
- Potential legal disputes among shareholders or directors
To avoid these risks, companies should ensure their AoA remains accurate and up to date.
Can I customize the AOA for my business needs?
Absolutely. While many businesses adopt the Model Articles provided by the Companies Registry, companies may customize their AoA to better suit their operational structure, shareholder arrangements, or industry-specific needs. However, all custom provisions must remain consistent with the Companies Ordinance to be legally enforceable.
Are Articles of Association public documents in Hong Kong?
Yes, once submitted to the Companies Registry, the AoA becomes part of the public record. Anyone can obtain a copy of a company’s Articles of Association by searching the public register on the Integrated Companies Registry Information System (ICRIS). This ensures transparency and helps stakeholders assess a company’s governance structure.
