What is the Hong Kong Articles of Association (AA)? Uses, necessary clauses, and template download (latest 2026)
In Hong Kong, applying to establish a limited company requires the Articles of Association (AA) as one of the necessary application documents.
- The Articles of Association (AA) are essential documents for registering a limited company in Hong Kong, governing the internal operational rules of the company.
- The articles must include statutory clauses such as the company name, members' legal responsibilities, and share capital, and cannot be omitted.
- The company’s articles can be amended through a special resolution, and the Companies Registry generally requires about 10 working days for approval.
- The Companies Registry provides a free official template suitable for most private limited companies.
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.
Extended Reading:Guide to opening a company bank account
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
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 |
Frequently Asked Questions
Which companies need Articles of Association? Is it necessary for a limited company?
All limited companies registered with the Companies Registry in Hong Kong must provide the Articles of Association when applying for registration, as this is a legal requirement and cannot be omitted. Unlimited companies do not need to.
Can I amend my Articles of Association?
Yes, they can be amended through a special resolution (75% voting rights approval). Generally, the Companies Registry requires about 10 working days for approval, while complex cases may extend to 1-2 months, so early preparation is recommended.
Can the company bylaws be written by oneself?
Yes. The Hong Kong Companies Ordinance does not impose mandatory requirements on the format of the articles; companies can draft their own or directly use the official template provided by the Companies Registry. For most private limited companies, the official simplified template is sufficient for daily needs, and there is no need to hire a lawyer for drafting. If the company structure is more complex (such as involving special equity arrangements or investor agreements), it is advisable to consult a legal advisor.
What should I do if the bylaws are lost?
One copy of the Articles of Association is kept by the company, and another is submitted to the Companies Registry for filing. If the company’s copy is lost, a request can be made to the Companies Registry to obtain a filed copy of the articles, with fees depending on the type of application. You can also contact the secretary company that handled the company formation for assistance in obtaining a replacement.
Do all shareholders need to sign the company's articles of association?
When applying to establish a company, the Articles of Association must be signed by all founding shareholders (i.e., initial subscribers) as the legal basis for the company's establishment. New shareholders joining later do not need to re-sign the articles but are governed by the existing articles. If amendments to the articles are needed, a special resolution must be convened and voted on according to the provisions of the articles.
Longfeng Business Consultants - Professional Company Formation Services
If you need assistance in drafting the Articles of Association or handling the company formation application, feel free to contact the Longfeng Business Consulting team. We provide one-stop company formation services, supporting you from document preparation to ongoing compliance. Click the WhatsApp inquiry button to contact us!
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