In Hong Kong, the Articles of Association are a company’s core constitutional document. Governed by the Companies Ordinance (Cap. 622) and filed with the Companies Registry, they set out how the company is owned, managed, and controlled. Well-drafted Articles reduce governance disputes, support compliance, and keep operations efficient as the business grows. This guide explains what Articles must include, how they work in practice, and how to keep them up to date.
Who This Guide Is For
This guide is designed for business owners and professionals who need a clear understanding of how Articles of Association operate under Hong Kong law, including:
- SMEs and founders incorporating a company in Hong Kong
- Foreign owners managing cross-border governance and compliance
- Companies planning to raise capital or introduce new shareholders
- Businesses updating governance frameworks to support digital or remote operations
- Companies amending their Articles of Association due to restructuring or regulatory changes
Key Takeaways
Core Company Document
Articles of Association define how a Hong Kong company is owned, managed, and controlled.
Mandatory by Law
All Hong Kong companies must file Articles under the Companies Ordinance (Cap. 622).
Legally Binding Rules
The Articles bind the company, directors, and shareholders.
Can Be Amended
Companies may amend Articles by special resolution and timely filing.
Essential for Compliance
Updated Articles support governance, reduce disputes, and enable growth.
What Are Articles of Association in Hong Kong?
The Articles of Association in Hong Kong are a legally required document that sets out a company’s internal rules and governance framework. Required under the Hong Kong Companies Ordinance (Cap. 622), the Articles define how a company is structured, managed, and controlled. They are submitted to the Companies Registry at the time of incorporation and must comply with statutory requirements throughout the company’s existence.
In practice, the Articles of Association function as a company’s internal rulebook. They regulate key operational and governance matters such as director appointments and powers, shareholder rights, voting procedures, dividend distribution, share issuance, and meeting protocols. While the Articles can be customised to suit a company’s specific needs, any provisions must remain consistent with the Companies Ordinance and are subject to review by the Companies Registry.
From a legal perspective, the Articles of Association form a core part of a company’s constitution. Since the abolition of the Memorandum of Association in 2014, the Articles are now the primary constitutional document for Hong Kong companies, consolidating governance and structural rules into a single instrument. This makes the accuracy and clarity of the Articles especially important for both compliance and day-to-day management.
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
Key Changes Under the New Companies Ordinance
The New Companies Ordinance, which came into effect in 2014, introduced major reforms to modernise Hong Kong’s corporate regulatory framework and simplify company administration. One of the most significant changes was the abolition of the Memorandum of Association. Previously, companies were required to maintain both a Memorandum and Articles of Association, even though much of the information overlapped. Under the current regime, only the Articles of Association are required at incorporation.
As a result, the Articles of Association became the sole constitutional document of a Hong Kong company. All core rules governing a company’s structure, objectives, and internal management are now consolidated into one document. This shift reduces duplication, improves clarity, and places greater importance on drafting Articles that accurately reflect the company’s governance and operational needs.
The New Companies Ordinance also eliminated the ultra vires doctrine and the concept of authorised share capital. Companies are no longer restricted to activities stated in their constitutional documents, unless they choose to impose specific limitations in their Articles. At the same time, removing authorised share capital allows companies to issue shares more flexibly without having to amend their constitutional documents each time.
From a practical perspective, these changes enhance governance efficiency and operational flexibility. Companies can adapt more easily to business growth, restructuring, and investment needs, provided their Articles of Association are properly drafted and kept up to date. For directors and shareholders, this means clearer governance rules, fewer administrative hurdles, and a corporate framework that better supports modern business practices in Hong Kong.
Does the Abolition of the Memorandum Affect Existing Companies?
The abolition of the Memorandum of Association under the Hong Kong Companies Ordinance (Cap. 622) applies to both new and existing companies. Companies incorporated before the commencement of Cap. 622 are not required to maintain a separate Memorandum of Association, even if they were originally formed under the old Companies Ordinance (Cap. 32).
Under section 98 of the Companies Ordinance, deeming provisions apply to existing companies. Any conditions contained in a company’s Memorandum of Association immediately before the new Ordinance took effect are automatically regarded as provisions of the Articles of Association. This ensures continuity of the company’s constitutional framework without requiring immediate amendments or re-registration.
However, section 98 also provides for the automatic deletion of certain outdated clauses. Provisions relating to authorised share capital, including clauses stating the amount of share capital or dividing it into shares of a fixed nominal value, are deemed deleted by operation of law. This aligns existing companies with the current no-par value share capital regime and removes concepts that are no longer legally relevant.
Importantly, there is no mandatory requirement for existing companies to re-file or formally amend their constitutional documents solely because of the abolition of the Memorandum of Association. That said, from a governance and compliance perspective, many companies choose to proactively review and update their Articles of Association. Consolidating all relevant provisions into a single, modernised set of Articles can improve clarity, reduce interpretational risk, and ensure the company’s governance framework reflects current legal and operational realities in Hong Kong.
Why Articles of Association Are Legally Mandatory
In Hong Kong, the Articles of Association are a statutory requirement for all companies incorporated under the Companies Ordinance (Cap. 622). A company cannot be validly incorporated without submitting its Articles to the Companies Registry. As the sole constitutional document, the Articles establish the legal foundation on which the company operates from day one and throughout its lifecycle.
The Companies Registry plays a key enforcement role by reviewing the Articles during incorporation and when amendments are filed. While the Registry does not approve commercial terms, it ensures the Articles comply with the Ordinance and do not contain provisions that are unlawful or inconsistent with statutory requirements. Non-compliant or poorly drafted Articles can delay incorporation, trigger rectification requests, or create compliance risks later on.
Beyond meeting legal filing requirements, the Articles of Association guide a company’s internal decision-making and risk management. They set out clear rules on matters such as director appointments and powers, shareholder voting rights, dividend distribution, and meeting procedures. Well-drafted Articles reduce ambiguity, help prevent internal disputes, and provide a structured process for resolving governance issues before they escalate.
The importance of the Articles extends to all stakeholders. For shareholders, they clarify rights, protections, and exit mechanisms. For directors, they define authority, responsibilities, and decision-making boundaries. For external stakeholders such as investors, banks, and business partners, the Articles offer transparency into how the company is governed. As a result, maintaining clear, up-to-date Articles of Association is not only a legal obligation but also a practical necessity for sound corporate governance in Hong Kong.
Who Is Legally Bound by the Articles of Association?
The Articles of Association are not merely internal guidelines. Under Hong Kong company law, they have binding contractual effects and regulate the legal relationship between the company and its members. In practice, the Articles set enforceable rules that shape how the company is managed, how decisions are made, and how rights and obligations are exercised.
1. The Company
The Articles of Association bind the company itself as a matter of law. Once registered, the company must act in accordance with the provisions set out in its Articles. This contractual effect means the company cannot ignore or override its own governance rules when exercising powers, entering into internal decisions, or dealing with members. Any action taken outside the scope of the Articles may expose the company to disputes, invalid decisions, or compliance risks.
2. Directors and Officers
Directors and officers are legally bound to observe the governance framework established by the Articles of Association. The Articles define the scope of their authority, how powers may be exercised, and the procedures for board decisions. They also operate alongside statutory directors’ duties under the Companies Ordinance, reinforcing expectations around proper conduct and accountability.
In particular, the Articles help manage conflicts and decision-making by setting out approval thresholds, disclosure requirements, and limits on delegated authority. Directors must act in good faith for the benefit of the company, avoid conflicts of interest, and refrain from using company property or information for unauthorised purposes. Failure to comply with the Articles can result in invalid actions and potential personal liability.
3. Shareholders and Members
Shareholders and members are equally bound by the Articles of Association, which govern their relationship with the company and with one another. The Articles set out core rights and obligations, including voting entitlements, dividend rights, procedures for meetings, and rules on the appointment and removal of directors.
As a contractual document, the Articles ensure that members exercise their rights in a structured and predictable manner. This framework helps prevent disputes, protects minority interests, and provides transparency on how corporate decisions are made. For both private and public companies in Hong Kong, the Articles play a central role in balancing control, accountability, and shareholder protection.
Articles of Association vs Other Governance Documents
Understanding how the Articles of Association differ from other governance documents is essential for effective corporate compliance and risk management in Hong Kong. While several documents may govern a company’s operations, their legal status, scope, and enforceability are not the same.
Articles of Association vs Memorandum of Association
Before March 2014, Hong Kong companies were required to have both a Memorandum of Association and Articles of Association. The Memorandum focused on the company’s external framework, particularly its objects and scope of activities, while the Articles governed internal management and decision-making.
This distinction changed with the introduction of the Companies Ordinance (Cap. 622). The Memorandum of Association was abolished, and all companies incorporated after 3 March 2014 are required to have Articles of Association only. Key concepts such as restrictive objects clauses and authorised share capital were removed, giving companies the capacity and rights of a natural person unless they choose to limit their objects.
Today, the Articles of Association serve as the sole constitutional document. For companies incorporated before 2014, most provisions previously contained in the Memorandum are deemed to form part of the Articles by operation of law, except for clauses relating to authorised share capital. This consolidation simplifies governance and reduces unnecessary legal complexity.
Articles of Association vs Shareholders’ Agreement
The Articles of Association and a shareholders’ agreement serve different but complementary purposes. The Articles are a public document filed with and accessible through the Companies Registry. They bind the company and its members and must comply with the Companies Ordinance.
In contrast, a shareholders’ agreement is a private contract between shareholders. It is not filed with the Companies Registry and can include commercially sensitive arrangements such as exit mechanisms, funding obligations, and detailed management rights. While legally enforceable between the parties, a shareholders’ agreement does not bind the company unless the company is also a party to it.
Read: Memorandum and Articles of Association (M&A) & Constitution
Mandatory Contents of Articles of Association in Hong Kong
Under the Companies Ordinance (Cap. 622), the Articles of Association must include specific mandatory information to ensure legal validity, regulatory compliance, and effective corporate governance. While companies have flexibility in drafting, these core elements form the foundation of a Hong Kong company’s constitutional framework.
1. Company Name
The Articles of Association must clearly state the company’s registered name. A company may adopt an English name, a Chinese name, or both. If bilingual names are used, both must be included in the Articles exactly as approved by the Companies Registry.
Company names are subject to approval and must comply with naming rules. They must be unique, not misleading, and not infringe intellectual property or imply an unauthorised connection with government or public bodies. For companies limited by shares, the name must include “Limited” or “Ltd.” as a legal suffix.
Read: The process of choosing a company name for registration in Hong Kong
2. Company Purpose and Business Activities
The Articles may set out the company’s purpose or business activities. Under Cap. 622, most companies are no longer required to state detailed objects and instead enjoy the capacity and rights of a natural person. This allows companies to adopt broad purpose clauses that support operational flexibility and future expansion.
Specific objects clauses are still required in limited situations, such as companies incorporated with a licence or companies limited by guarantee with stated purposes. Where included, purpose clauses should balance regulatory clarity with commercial flexibility to avoid unnecessary restrictions on business activities.
3. Members’ Liability
The Articles must specify the nature of members’ liability based on the company type:
- Companies limited by shares: Member liability is limited to any unpaid amount on shares held.
- Companies limited by guarantee: Members undertake to contribute a specified amount to the company’s assets if it is wound up during or shortly after their membership.
- Unlimited companies: The Articles must state clearly that members’ liability is unlimited.
4. Share Capital and Ownership Structure
For companies with share capital, the Articles should reflect the no-par value regime introduced under Cap. 622. Shares no longer carry a nominal value, giving companies greater flexibility in capital management.
The Articles may also provide for different share classes, associated rights, and restrictions, such as voting rights, dividend entitlements, and rights on winding up. Importantly, shareholder liability is limited to any unpaid capital on issued shares.
5. Initial Shareholdings
At incorporation, the Articles must record the initial shareholdings of founders or subscribers. This establishes ownership and control at the outset.
Subsequent changes in share ownership do not require amendments to the Articles of Association. Instead, these changes are reflected through statutory filings, share transfer instruments, and updates to the register of members.
6. Organisational and Governance Structure
The Articles must outline the company’s governance framework, including the roles of directors, shareholders, and the company secretary. They typically address appointment and removal procedures, decision-making authority, and statutory responsibilities.
The Articles should also reference the registered office address in Hong Kong and record-keeping obligations, including the maintenance of statutory registers and accounting records, which are essential for ongoing compliance.
7. Meetings, Resolutions, and Voting
Clear rules on meetings and decision-making are a core requirement. The Articles should cover Annual General Meetings and Extraordinary General Meetings, including notice periods, quorum requirements, voting rights, and resolution thresholds.
With legislative updates, companies may provide for physical, virtual, or hybrid meetings. Proper documentation and accurate minutes of meetings are critical, as they serve as legal evidence of decisions made by directors and shareholders.
8. Additional Governance Provisions
Beyond mandatory clauses, companies often include additional provisions to strengthen governance and reduce disputes. These may cover director appointment powers, share transfer restrictions, dividend policies, administrative procedures, and compliance-related matters.
Carefully drafted Articles of Association not only meet statutory requirements but also provide a practical governance framework that supports efficient operations, investor confidence, and long-term compliance in Hong Kong.
Types of Hong Kong Companies Required to Have Articles of Association
Under the Companies Ordinance (Cap. 622), every company incorporated in Hong Kong is legally required to have Articles of Association. The specific content and focus of the Articles will vary depending on the company type, but the obligation applies across all corporate structures recognised under Hong Kong law.
Private Companies Limited by Shares
Private companies limited by shares are the most common form of company in Hong Kong. For these companies, the Articles of Association must clearly state that members’ liability is limited to any unpaid amount on the shares they hold.
The Articles also typically include restrictions on the transfer of shares and limitations on offering shares to the public. These provisions help preserve the private nature of the company and manage ownership control among shareholders.
Public Companies Limited by Shares
Public companies limited by shares are permitted to offer shares or debentures to the public. As a result, their Articles of Association tend to be more detailed and formal, particularly in areas such as shareholder rights, disclosure, and governance procedures.
Despite these differences, the core legal requirement remains the same. The Articles must define members’ limited liability, share capital structure, and governance rules in accordance with Cap. 622.
Companies Limited by Guarantee
Companies limited by guarantee are commonly used by non-profit organisations, charities, and associations. Instead of share capital, members agree to contribute a specified amount to the company’s assets if it is wound up.
The Articles of Association must state the guaranteed amount for each member and set out the company’s purpose and governance structure. These provisions ensure transparency and protect members from unlimited financial exposure.
Unlimited Companies and Special Considerations
Unlimited companies are less common but still recognised under Hong Kong law. In this structure, members have unlimited liability for the company’s debts and obligations.
For unlimited companies, the Articles of Association must clearly state the nature and extent of members’ liability. Because of the higher risk involved, these companies often require carefully drafted governance and risk management provisions to protect members and guide decision-making.
Across all company types, properly drafted Articles of Association are essential to meet statutory requirements, define member liability, and establish a clear governance framework from incorporation onwards.
Read: What is a Company Limited By Guarantee In Hong Kong?
How to Get Articles of Association for Your Company
In Hong Kong, companies can obtain their Articles of Association in two main ways: by adopting the standard templates issued by the Companies Registry or by preparing customised Articles tailored to specific business needs.
For most incorporations, the Companies Registry provides Model Articles of Association that can be adopted with minimal changes. These templates are designed to meet the requirements of the Companies Ordinance (Cap. 622) and are widely accepted during incorporation.
| Simplified form of Articles for a private company | Sample A |
| Model Articles for a private company limited by shares | Sample B |
| Model Articles for a public company limited by shares | Sample C |
| Model Articles for a company limited by guarantee | Sample D |
Using the appropriate template is usually the most efficient approach. It reduces drafting time, minimises compliance risks, and helps avoid delays in registration. For standard private companies, the simplified or model Articles are often sufficient to support daily operations and statutory compliance.
Companies may also choose to prepare customised Articles of Association. This option is typically suitable where the business has complex ownership arrangements, multiple share classes, or specific governance requirements. However, tailored Articles are subject to closer review by the Companies Registry and may take significantly longer to approve.
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. The process is governed by the Companies Ordinance (Cap. 622) and overseen by the Companies Registry. Below is a practical breakdown of how the registration works, from selecting the right template to filing and post-incorporation obligations.
1. Matching Articles to company type
The Hong Kong Companies Registry provides standard Articles of Association templates for different company structures. Selecting the correct template is critical, as the Articles must reflect the company’s legal form and liability structure.
The four commonly used templates are:
- Simplified Articles for private companies limited by shares
Suitable for most small and medium-sized private companies with straightforward ownership and governance. - Model Articles for private companies limited by shares
Designed for private companies with more complex shareholding or internal management needs. - Model Articles for public companies limited by shares
Required for companies that may offer shares to the public and are subject to higher governance standards. - Model Articles for companies limited by guarantee
Commonly used by non-profit organisations, charities, and associations without share capital.
2. Drafting the Articles
Mandatory clauses
Regardless of whether template or customised Articles are used, certain clauses must be included under Cap. 622, such as:
- Company name
- Members’ liability
- Share capital and share rights, if applicable
- Rules governing directors, shareholders, and meetings
- Procedures for issuing and transferring shares
These provisions form the legal foundation of the company’s internal governance.
3. Optional custom provisions
Companies may add customised clauses to address specific commercial needs, including:
- Different classes of shares with varied voting or dividend rights
- Enhanced director appointment or removal mechanisms
- Tailored decision-making thresholds for shareholders
Customisation should be carefully drafted to ensure consistency with the Companies Ordinance and other applicable laws.
4. Statutory limitations
Custom Articles cannot override mandatory statutory requirements. Any provision that conflicts with Cap. 622 will be unenforceable and may lead to rejection or regulatory issues. This is why tailored articles are typically recommended only for companies with genuine structural complexity.
5. Filing With the Companies Registry
Documents required at incorporation
To register the Articles of Association, companies must file them together with the incorporation documents, including:
- The incorporation form (NNC1 for companies limited by shares or NNC1G for companies limited by guarantee)
- A copy of the Articles of Association
- Additional prescribed documents depending on company type
From 2014 onwards, companies are no longer required to file a Memorandum of Association. Only the Articles of Association are needed.
Approval process and post-incorporation obligations
Once submitted, the Companies Registry reviews the filing for compliance. Template Articles are typically processed quickly, while customised Articles may take weeks or longer to approve.
After incorporation, companies must ensure that their Articles remain accurate and up to date. If changes are required, the Articles can be amended by passing the appropriate resolution and filing the relevant forms, such as Form NAA1 or NAA2, within 15 days. Failure to comply with filing deadlines may result in fines and daily penalties.
Read: How To Do Company Incorporation in Hong Kong
Amending Articles of Association After Incorporation
After incorporation, a Hong Kong company may need to amend its Articles of Association to reflect changes in its business, ownership structure, or regulatory environment. Because the Articles form a binding contract between the company and its members, any amendment must follow the procedures set out in the Companies Ordinance (Cap. 622).
Common reasons for amendments
Companies commonly amend their Articles of Association for reasons such as:
- Business expansion or changes in commercial strategy
- Introduction of new share classes or changes to share capital
- Updates to director powers, governance rules, or meeting procedures
- Alignment with legislative or regulatory changes
Keeping the Articles updated helps avoid internal disputes and ensures ongoing compliance.
Board review and initiation
The amendment process usually starts at board level. Directors should first review the existing Articles and clearly identify which provisions require revision.
Once the proposed changes are agreed in principle, the board will approve the amendments for submission to shareholders. This step ensures that the proposed changes are made in good faith and for the benefit of the company, as required under Hong Kong law.
Shareholder approval via special resolution
Any amendment to the Articles of Association requires shareholder approval. In most cases, this is done by passing a special resolution, which requires at least a 75 percent majority of the votes cast by shareholders entitled to vote.
The resolution must be properly convened and passed in accordance with the company’s existing Articles and statutory requirements. This reflects the contractual nature of the Articles, as changes cannot be imposed without substantial shareholder consent.
Filing deadlines and compliance risks
After the resolution is passed, the company must file the relevant documents with the Companies Registry within 15 days. Depending on the nature of the amendment, this typically includes:
- Form NAA1 for changes to specific clauses
- Form NAA2 for amendments to the company’s objectives
- A notice of alteration
- A certified copy of the updated Articles of Association
- A copy of the resolution (where applicable), together with the required statutory forms and the updated Articles
Legal Limitations on Amending Articles
Although Hong Kong companies may amend their Articles of Association, the Companies Ordinance (Cap. 622) sets clear legal limits to prevent abuse and protect stakeholders.
Good faith and company benefit
All amendments must be made in good faith and for the benefit of the company as a whole. Changes that unfairly prejudice minority shareholders or serve improper purposes may be challenged.
No retrospective effect
Amendments cannot apply retrospectively. Rights and obligations that arose under the previous Articles remain valid and cannot be altered after the fact.
No increase in member liability
An amendment cannot increase the financial liability of existing members without their consent. This includes higher unpaid share capital or increased guarantee amounts.
Relationship with shareholder agreements
The Articles are public and bind the company and all members, while shareholder agreements are private contracts. Where conflicts arise, shareholder agreements may prevail if they comply with the law. To reduce disputes, key commercial terms should be aligned across both documents.
Updating Articles for Modern Business Practices
As Hong Kong companies adopt digital and remote operating models, it is increasingly important to ensure the Articles of Association support modern business practices while remaining compliant with the Companies Ordinance.
Virtual and hybrid meetings
Following the Companies (Amendment) Ordinance 2023, companies may hold general meetings in physical, virtual, or hybrid formats, provided the meeting arrangements allow participants to listen, speak, and vote properly. Updating the Articles of Association to expressly permit virtual and hybrid meetings helps reduce procedural uncertainty and supports wider shareholder participation, particularly for cross-border businesses.
Electronic resolutions and e-signatures
Modern Articles often allow written resolutions to be circulated, signed, and passed electronically. Recognising e-signatures in the Articles streamlines decision-making and aligns internal governance with current digital workflows.
Electronic storage of statutory records
The Articles can be updated to permit electronic storage of statutory records, such as registers and minutes, provided statutory requirements are met. This supports efficient record-keeping and reduces reliance on physical documents.
Aligning Articles with digital operations
Updating the Articles ensures governance rules reflect how the company actually operates in practice. Clear provisions on digital meetings, electronic approvals, and record storage reduce compliance risks and support scalable, technology-driven business models.
Practical Implications of Articles of Association
The Articles of Association have a direct and practical impact on how a Hong Kong company operates on a day-to-day basis. They are not just a legal formality, but a working rulebook for management and shareholders.
Impact on daily management and decision-making
The Articles set out how directors are appointed, how decisions are made, and how meetings are conducted. Clear provisions streamline approvals, reduce delays, and give directors confidence that actions taken are properly authorised under the Companies Ordinance.
Preventing shareholder and director disputes
Well-drafted Articles reduce ambiguity around voting rights, share transfers, dividend policies, and director powers. This clarity helps prevent disputes between shareholders and directors, and provides a clear framework for resolving conflicts if they arise.
Supporting financing and restructuring
Investors, lenders, and potential buyers often review the Articles as part of due diligence. Updated and practical Articles make it easier to issue new shares, admit investors, restructure ownership, or support business expansion without repeated legal hurdles.
Compliance Risks and Penalties
Failing to maintain compliant and up-to-date Articles of Association can expose Hong Kong companies to legal, financial, and operational risks.
Consequences of outdated or non-compliant Articles
Articles that do not reflect current laws or business practices may restrict valid decision-making, delay transactions, or invalidate corporate actions. This is particularly relevant following legislative changes, such as the introduction of virtual and hybrid meetings.
Statutory fines and daily penalties
If amendments to the Articles are not properly approved or filed with the Companies Registry within the statutory timeframe, the company and responsible officers may face default fines and ongoing daily penalties under the Companies Ordinance.
Governance and operational exposure
Non-compliant Articles increase the risk of shareholder challenges, regulatory scrutiny, and operational disruption. Regular reviews and timely updates help ensure legal compliance, protect directors, and support smooth business operations in Hong Kong.
Best Practices for Managing Articles of Association
Managing the Articles of Association effectively helps Hong Kong companies stay compliant while supporting smooth governance and long-term growth.
Regular governance and compliance reviews
Companies should review their Articles periodically to ensure they remain consistent with the Companies Ordinance (Cap. 622) and current regulatory requirements. Regular reviews are especially important after legislative updates or changes in corporate governance practices.
Aligning Articles with actual business practices
The Articles should reflect how the company operates in practice. Misalignment between written rules and daily operations can create legal uncertainty, weaken decision-making, and increase the risk of disputes among shareholders and directors.
Preparing for regulatory and structural changes
Businesses should anticipate future needs such as fundraising, restructuring, or changes in shareholding. Updating the Articles in advance allows companies to respond efficiently to regulatory changes and business expansion without disrupting operations.
Conclusion
The Articles of Association are a core governance document that matters well beyond company incorporation. Under Hong Kong’s Companies Ordinance (Cap. 622), proactive compliance ensures legal certainty, effective decision-making, and reduced dispute risk. Well-managed Articles support long-term governance, operational flexibility, and business growth. With professional guidance, Hong Kong companies can maintain compliant and practical Articles that evolve alongside their business needs.
Managing Articles of Association requires both legal accuracy and practical insight. FastLane Group supports Hong Kong companies at every stage, from incorporation to ongoing compliance, ensuring your business needs. Contact us today for a consultation!
FAQs: Articles of Association in Hong Kong
Are Articles of Association legally required?
Yes. Every company incorporated in Hong Kong must have Articles of Association under the Companies Ordinance (Cap. 622).
Can Articles be amended after incorporation?
Yes. Articles can be amended by passing a special resolution approved by at least 75 percent of shareholders, followed by filing with the Companies Registry within the statutory timeframe.
Do existing companies need to update their Articles?
Not always. Existing companies are deemed compliant under transitional provisions, but updates are recommended when there are governance, structural, or regulatory changes.
How often should Articles be reviewed?
There is no fixed rule, but best practice is to review the Articles regularly, especially after changes in ownership, business strategy, or company law.
