All companies in Hong Kong are required to have Articles of Association.
Articles of Association detail the basic rules governing your company (registered name, company type, share capital, board of directors, shareholders meeting).
We strongly recommend using template articles provided by the HK Companies Registry rather than crafting tailored ones.
When starting a company, it is essential to pay attention to its Articles of Association (also known as by-laws).
In Hong Kong, the Articles of Association serve as your company’s rulebook, outlining its internal structure and decision-making process. This document is regulated by the Companies Ordinance and registered with the Hong Kong Companies Registry.
This guide provides a comprehensive look at the Articles of Association in Hong Kong, exploring their purpose, functions, and the updates introduced with the new Companies Ordinance.
What are Articles of Association and Why It Is Important
The Articles of Association in Hong Kong are a mandatory legal document outlining a company’s internal rules and governance framework.
These articles can be tailored to a company’s needs and amended with shareholder approval, but they must comply with regulations and undergo review by the Hong Kong Companies Registry.
Key areas addressed by the Articles of Association include dividend distribution, director appointments, share issuance, voting rights, and meeting protocols. As a fundamental part of a company’s constitution, the Articles of Association are submitted to the Companies Registry during incorporation and serve as a blueprint for the company’s governance and operations throughout its lifecycle.
The Articles of Association shall not be mistaken with a company’s Shareholders Agreement.
Articles of Association are available to the general public. As such, they mostly include generic provisions regarding the company’s rules (appointment and role of directors, procedures at the shareholder’s meeting). This document is mandatory for all companies in Hong Kong.
A Shareholders Agreement is a private contract (not available to the public) between the shareholders of a company, detailing their respective rights and duties towards such company.
Contents of Articles of Association
Below are the key elements required in a Hong Kong Articles of Association:
Company Name
The Articles of Association must include all official company names, whether in English or Chinese. If a company uses both languages, both names must be clearly stated.
Company Objectives
These define the company’s business activities, geographical reach, and any specific powers granted to the business. While Hong Kong allows companies to engage in various activities, the Articles of Association must detail these objectives.
Member Liability
The Articles of Association must specify the liability of its members according to the company type:
- For companies limited by shares: Liability is limited to the unpaid amount on the members’ shares.
- For companies limited by guarantee: Members agree to contribute a set amount (up to the company’s assets) if the company is wound up during their membership or within a year of their departure.
- For unlimited companies: The Articles of Association must state that member liability is unlimited.
Share Capital
This section outlines the maximum number of shares the company can issue, reflecting its financial capacity and the rights associated with different share classes. Note that companies limited by guarantee do not require this information, as they do not have share capital or shareholders.
Initial Shareholdings
The Articles of Association must detail the distribution of shares among founders or initial shareholders, specifying how many shares each shareholder holds. This defines control and influence within the company. Note, however, that Articles of Association do not need to be updated when there is a change of shareholder.
General Meetings
The Articles of Association describe the types of general meetings, such as Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs). It also specifies the framework for these meetings, including notice periods, agendas, quorum, voting rules, and chairperson responsibilities.
Additional Provisions
The Articles of Association may also include:
- Director and shareholder details
- Number of employees (for unlimited companies)
- Registered member counts (for companies limited by guarantee)
- Rules on share issuance, allotment, and transfer
- Requirements for shareholder meetings
Carefully reviewing the Articles of Association ensures compliance with legal requirements while aligning with the company’s operational and business needs.
How to Get Articles of Association for Your Company
Most companies in Hong Kong are registered with template Articles of Association published by the Companies Registry:
| Articles of Association | Example |
|---|---|
| Simplified form of articles for a private company | Sample A |
| Model articles for a private company | Sample B |
| Model articles for a public company | Sample C |
| Model articles for a company limited by guarantee | Sample D |
Based on our experience, we strongly suggest using the relevant template when registering your company.
You are, of course, free to create tailored Articles of Association instead. However, based on our experience, the Companies Registry may take several weeks/months to review and register tailored articles.
We, therefore, recommend using tailored Articles of Association in specific cases only. For example, when a company creates different types of shares.
Types of Companies That Need Articles of Association
Under the New Companies Ordinance, every company incorporated in Hong Kong is required to have Articles of Association.
The most common type of company in Hong Kong is the Private Limited Company, where members' liability is usually linked to their share ownership, as specified in the Articles of Association. Unlike public companies, which can issue shares to the public, private companies restrict the transfer of shares and do not offer them through bonds or stocks.
For companies limited by shares, the Articles of Association must clearly define each member’s liability in proportion to their shareholding. In the case of unlimited liability companies, the Articles of Association must specify the extent of each member's liability in relation to the company's assets.
For companies limited by guarantee, the Articles of Association must indicate the amount each member agrees to contribute if the company faces liabilities or damages during or shortly after their membership, ensuring this amount does not exceed the company's assets.
How to Register the Articles of Association
Here’s a step-by-step guide to the process of filing the Articles of Association:
1. Select the Appropriate AoA Type
The Hong Kong government provides four templates for Articles of Association based on company type:
- Simplified Articles of Association for Private Companies: Tailored for private companies limited by shares, offering simplified administrative requirements.
- Model Articles of Association for Private Companies Limited by Shares: Suits private companies with more complex operational needs.
- Model Articles of Association for Public Companies: Designed for public companies limited by shares.
Model Articles of Association for Companies Limited by Guarantee: Caters to companies without shareholders, owned by guarantee members.
Note that most companies in Hong Kong are registered with template Articles of Association. However, a company is free to adopt tailored Articles of Association instead. Based on our experience, the Companies Registry may take several weeks/months to review and register tailored articles. As such, we always recommend starting up a company with template articles and creating tailored ones later on if needed.
2. Draft the Articles of Association
Once you’ve chosen the appropriate type, use the provided template to draft your Articles of Association.
- Include all mandatory clauses, such as the company name, objectives, members' liability, share capital, and more.
- Customize optional sections to align with your company’s specific requirements while adhering to legal standards.
3. Submit the Articles of Association to the Companies Registry
File the completed Articles of Association with the Companies Registry alongside the incorporation form and other required documents.
Upon approval, you can proceed with obtaining the necessary business licenses and starting operations.
How to Amend Articles of Association
As a company’s needs and legal obligations evolve, it’s crucial to update the Articles of Association to ensure compliance with current laws.
To amend the Articles of Association, the appropriate forms must be submitted to the Hong Kong Companies Registry:
- Form NAA1: For changes to specific clauses in the Articles of Association.
- Form NAA2: For amendments to the company’s objectives.
In addition, the following documents must be submitted to the Companies Registry within 15 days of the amendment:
- A notice of alteration using the designated form.
- A certified copy of the updated Articles of Association, endorsed by a Hong Kong-licensed solicitor, practicing CPA, or Chartered Secretary.
- A special or ordinary resolution, as outlined in Section 88 of the Companies Ordinance, if the changes affect the company’s articles.
Conclusion
The Articles of Association are a cornerstone of any company incorporated in Hong Kong, serving as a legally binding framework for governance and operations.
Whether you’re forming a new business or managing an existing one, understanding and maintaining up-to-date Articles of Association is essential.
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