【Articles of Incorporation】One article to understand the Articles of Association (AA) of Hong Kong companies! Attachment 2025 Latest Sample Articles of Association
Anyone who is planning to set up a company in Hong Kong may have heard of Articles of Association (AA), but what are they? What are they for? What should be included in the Articles of Association of a Hong Kong company? Do Hong Kong limited companies need Articles of Association? This article will provide you with all the answers! We will also provide you with sample articles of association for Hong Kong companies, as well as services that can easily solve the problem of opening a company and its articles of association!
What are Articles of Association (AA)?
The full name of the Memorandum and Articles of Association is "Memorandum and Articles of Association of a Company", which is required under the new Companies Ordinance to be prepared by the founder members prior to the registration of a company to provide a legal basis for the future management and operation of the company.
Purpose of the Memorandum of Association
The Articles of Association are an important basis for the day-to-day operations and legal proceedings of a company, and are particularly critical in the following six areas:
Open a company account
When opening a company bank account, the articles of association are one of the necessary documents. Banks need to understand the operation of the company through the Articles, including the distribution of powers among directors and shareholders and the quorum of meetings, etc., to ensure that the account opening procedures are legal and compliant.
Signing a lease or contract
When a company signs a lease or contract in the name of a limited company, the solicitor or estate agent will check how many directors' signatures are required to make it legally binding and how many people must be present at the meeting to pass the relevant resolution.
Asset trading
When a limited company trades in assets such as buildings, vehicles or land, the solicitor will review the articles of association before signing the sale and purchase agreement to confirm that the company has the authority to hold the assets and that the relevant procedures have been complied with to ensure that the transaction is legal and valid.
Changes in shareholding
When shareholders make a transfer of shares, the conditions of the transfer are usually set out in the company's articles of association. These conditions, together with the transfer contract, need to be submitted to the Inland Revenue Department for stamping as a basis for legalising the change in shareholding.
Corporate Audit and Taxation
When a limited company is audited, the latest articles of association need to be provided to the certified public accountant. The articles of association need to be submitted to the Inland Revenue Department when the profits tax return is first filed.
Changes in Directors and Shareholders
Before any change of directors, transfer of shares by shareholders or convening of a meeting of the Company, it is necessary to confirm the quorum of directors and shareholders in accordance with the Articles of Association, so as to ensure the legality of the meetings and resolutions.
English Articles of Association: Amendments under the New Companies Ordinance
Prior to the implementation of the new CO on 4 March 2014, its English name was Memorandum and Articles of Association (M&A).
With the implementation of the new Companies Ordinance, the contents of the Articles of Association have been further simplified and amended in accordance with the law, and the English name has been shortened to Article of Association (abbreviated as AA), commonly known as booklet.
What are the terms and conditions that must be included in the Memorandum and Articles of Association of a Hong Kong company?
The contents of the articles of association must contain the following clauses:
1. Section 81 of the new Companies Ordinance: Company names
- Where a company has both a Chinese name and an English name, its Articles shall state both the Chinese name and the English name.
- If a company has a Chinese name or an English name only, its articles shall state the Chinese name or the English name.
2. Section 83 of the new CO: Liability of members
- The articles of a limited company shall state that the liability of the members of the company is limited.
- The articles of an unlimited company formed and registered under this Ordinance shall state that the liability of the members of the company is unlimited.
3. Section 84 of the new CO: Liability or contribution of members of a limited company
- The articles of a company limited by shares shall state that the liability of the members of the company is limited to the amount unpaid on the shares held by those members.
- The articles of a company limited by guarantee shall state that every person who is a member of the company undertakes to contribute to the payment of an amount not exceeding the specified amount to be paid by that person as an asset of the company in the event of the company being wound up while that person is a member of the company, or within one year after that person ceases to be a member of the company, for the purpose of (1) paying debts and liabilities incurred by the company prior to the time when that person ceases to be a member of the company; (2) paying costs, charges and expenses of winding up; (3) and adjusting the rights of the contributories as between themselves. (1) pay the debts and liabilities of the company incurred before the person ceased to be a member of the company; (2) pay the costs, charges and expenses of the winding up of the company; and (3) adjust the rights of the contributories as between themselves.
4. Section 85(1) of the new CO: statement of share capital and initial shareholding
- The articles of a company having a share capital shall state that the company's share capital and initial holding of shares (section 8 of Part 5 of Schedule 2)
5. Section 82 of the new CO: Objects of a company
- The articles of association of an organisation intended to be incorporated as a limited company and granted a licence under section 103, or of a company which has been granted a licence, shall state the objects of the company while the licence is in force.
- For any other company, there is no mandatory requirement to state the objects of the company in its articles, but a company may also state its objects.
6. Other contents of the articles of association
In addition to the above mandatory contents, the contents and terms of the general articles of association include:
- Powers and duties of directors
- Director Decision Requirements
- Appointment of Directors on Retirement
- Directors' Indemnity and Insurance
- Appointment and removal of company secretary
- Arrangements for notice, quorum, etc. of general meetings
- Safety Rules for Voting, Voting Rights, etc. at General Meetings
- Share Transfer Arrangement
- Dividend distribution arrangements
- Other administrative arrangements, e.g. company legal seal
Frequently Asked Questions on Memorandum and Articles of Association
Which companies need Articles of Association? Is it necessary for a limited company?
Under the new CO, all Hong Kong limited companies registered with the Companies Registry are required to provide articles of association when applying for registration.
As a limited company is a separate legal entity, it is necessary to adopt the Articles of Association as an important basis for daily operation and decision-making.
For example, when a company conducts property transactions in the name of a corporation, the articles of association will specify the number of directors and shareholders required to convene a meeting and pass a resolution. In addition, when opening a company bank account, the bank will usually ask for the company's articles of association so that it can understand the rules and procedures of the board of directors or the general meeting. If the company needs to change directors or authorised signatories in the future, the bank will also approve the relevant documents according to the articles of association.
Can I amend my Articles of Association?
Amendments to a company's articles of association may be made by way of a Special Resolution, subject to the amendment procedures set out in the original articles of association and the headcount requirement for a Special Resolution. If the company is a company granted a licence under section 103 of the CO, any amendment to the articles requires the prior written approval of the Registrar of Companies. In addition, under section 105(2) of the CO, it usually takes a longer time to process an application for amendment of the articles when it is submitted, especially for cases involving the approval of other government departments, bureaux or regulators.
Under normal circumstances, it takes about 10 working days for the Companies Registry to process an application for amendment, but for more complicated cases, the processing time may be extended to 1 to 2 months. Therefore, applicants are advised to prepare and submit the application in advance to ensure the smooth completion of the process.
How to make Articles of Association? Hong Kong Sample Memorandum and Articles of Association
In fact, there is no specific format for the articles of association, but if you are not sure how to prepare the articles of association, you can adopt the following template provided by the Hong Kong Companies Registry.
Sample Articles of Association (Traditional Chinese)
Articles of Association of Private Company Limited by Shares (Simplified Form)
Sample Articles of Association (English)
Articles of Association of Private Company Limited by Shares in English (Simplified Form)
Sample Memorandum and Articles of Association download once
| Simplified Articles of Association of Private Company Limited by Shares (Traditional Chinese) | Click to download |
| Simplified Articles of Association of Private Company Limited by Shares (English) | Click to download |
| Articles of Association of Private Company Limited by Shares (Traditional Chinese) | Click to download |
| Articles of Association of Private Company Limited by Shares (English) | Click to download |
| Articles of Association of Public Company Limited by Shares (Traditional Chinese) | Click to download |
| Articles of Association of Public Company Limited by Shares (English) | Click to download |
| Articles of Association of Company Limited by Guarantee (Traditional Chinese) | Click to download |
| Articles of Association of Company Limited by Guarantee (English) | Click to download |
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