Articles of association in Hong Kong: template

When applying to incorporate a limited company in Hong Kong, the articles of association (AA) are one of the required application documents.

The articles of association (AA) are a required document for registering a Hong Kong limited company and set out the rules governing the company's internal operations.
The articles must contain the statutory clauses, such as the company name, the liability of members and the share capital, and none may be omitted.
The articles of association can be amended by special resolution, and the Companies Registry generally takes about 10 working days to process them.
The Companies Registry provides a free official template, suitable for most private companies limited by shares.

What are articles of association (AA)?

A company's articles are formally known in Chinese as the memorandum and articles of association. Under the new Companies Ordinance, the founding members must prepare the company's articles before the company is registered, providing the legal basis for the company's future management and operations.

What articles of association are used for

A company's articles of association are an important basis for its day-to-day operation and legal procedures, and are especially critical in the following 6 areas:

Opening a company account

When opening a company bank account, the articles of association are one of the required documents. The bank uses the articles to understand the company's operating rules, including the allocation of powers between directors and shareholders and the quorum for meetings, to ensure the account opening process is lawful and compliant.

Further reading: Guide to opening a corporate bank account

Signing tenancy agreements or contracts

When a company signs a tenancy agreement or contract in the name of a limited company, the solicitor or estate agent will first confirm how many directors' signatures are needed for it to be legally effective, and how many people must attend a meeting for the relevant resolution to be passed.

Buying and selling assets

When a limited company buys or sells assets such as buildings, vehicles or land, the solicitor will review the articles of association before the sale and purchase agreement is signed, to confirm that the company has the authority to hold the asset and that the relevant procedures are met, so that the transaction is lawful and valid.

Changes in shareholding

When a shareholder transfers shares, the conditions for the transfer are usually set out in the company's articles of association. These conditions must be submitted to the Inland Revenue Department (IRD) for stamping together with the share transfer contract, as the basis for lawfully handling the change in shareholding.

Company audit and tax filing

When a limited company is audited, the latest articles of association must be provided to the practising certified public accountant. When the profits tax return is first filed, the articles of association must also be submitted to the IRD.

Changes of directors and shareholders

Before changing a director, transferring shares or convening a company meeting, you must confirm the quorum for directors' and shareholders' meetings according to the articles of association, to ensure the meeting and its resolutions are lawful.

Company articles in English: changes under the new Companies Ordinance

Before the new Companies Ordinance took effect on 4 March 2014, the English name was Memorandum and Articles of Association (M&A for short).

With the implementation of the new Companies Ordinance, the content of company articles was further simplified and amended in line with the law, and the English name was shortened to Articles of Association (AA for short), commonly nicknamed the little book.

What provisions must the articles of a Hong Kong company contain?

A company's articles of association must contain the following provisions:

1. Section 81 of the new Companies Ordinance: company name

If the company has both a Chinese name and an English name, its articles of association must state both the Chinese name and the English name.
If the company has only a Chinese name or only an English name, its articles of association must state that Chinese name or that English name.

2. Section 83 of the new Companies Ordinance: liability of members

The articles of association of a limited company must state that the liability of the company's members is limited.
The articles of association of an unlimited company formed and registered under this Ordinance must state that the liability of the company's members is unlimited.

3. Section 84 of the new Companies Ordinance: liability or contribution of members of a limited company

The articles of association of a company limited by shares must state that the liability of the company's members is limited to the amount, if any, unpaid on the shares held by them.
The articles of association of a company limited by guarantee must state that each person who is a member of the company undertakes that, if the company is wound up while that person is a member, or within one year after that person ceases to be a member, that person will contribute to the assets of the company an amount not exceeding a specified amount, for (1) the payment of the debts and liabilities of the company incurred before that person ceased to be a member; (2) the payment of the costs, charges and expenses of the winding up; and (3) the adjustment of the rights of the contributories among themselves.

4. Section 85(1) of the new Companies Ordinance: statement of share capital and initial shareholdings

The articles of association of a company with share capital must state the company's share capital and initial shareholdings (Schedule 2, Part 5, section 8).

5. Section 82 of the new Companies Ordinance: objects of the company

For an organisation that is proposed to be formed as a limited company and is granted a licence under section 103, or a company that has been granted a licence, the company's articles of association must state its objects for as long as the licence is in force.
For any other company, there is no mandatory requirement to state its objects in its articles of association, but a company may state its objects.

6. Other contents of company articles

In addition to the mandatory contents above, the contents and provisions of company articles generally also include:

Powers and duties of directors
Requirements for directors' decision-making
Appointment and retirement of directors
Indemnity and insurance for directors
Appointment and removal of the company secretary
Notice, quorum and other arrangements for general meetings of members
Voting and voting rights arrangements at general meetings of members
Share transfer arrangements
Dividend distribution arrangements
Other administrative arrangements, such as the company's statutory seal

How to draft a company's articles of association? Hong Kong company articles templates

There is in fact no prescribed format for writing company articles, but if you are not sure how to prepare them, you can use the following templates provided by the Hong Kong Companies Registry.

Model articles of association (Traditional Chinese)

Articles of association for a private company limited by shares (simplified format)

Model articles of association (English)

Articles of association for a private company limited by shares, English version (simplified format)

Download all company articles templates at once

Simplified articles of association for a private company limited by shares (Traditional Chinese)	Click to download
Simplified articles of association for a private company limited by shares (English)	Click to download
Articles of association for a private company limited by shares (Traditional Chinese)	Click to download
Articles of association for a private company limited by shares (English)	Click to download
Articles of association for a public company limited by shares (Traditional Chinese)	Click to download
Articles of association for a public company limited by shares (English)	Click to download
Articles of association for a company limited by guarantee (Traditional Chinese)	Click to download
Articles of association for a company limited by guarantee (English)	Click to download

FAQ

Which companies need articles of association? Are they compulsory for a limited company?

Every limited company registered with the Hong Kong Companies Registry must provide articles of association when applying for registration. This is a statutory requirement and cannot be omitted. Unlimited companies do not need them

Can the articles of association be amended?

Yes, by special resolution (approved by 75% of the voting rights). Normally the Companies Registry takes about 10 working days to process the amendment; complex cases may take 1-2 months, so we recommend preparing early.

Can I write the articles of association myself?

Yes. The Hong Kong Companies Ordinance does not prescribe a mandatory format for articles of association, so a company may draft its own or simply adopt the official template provided by the Companies Registry. For most private companies limited by shares, the official simplified template is enough for day-to-day needs, and there is no need to hire a lawyer to draft one. If the company structure is more complex (for example, special share arrangements or investor agreements are involved), we recommend consulting a legal adviser.

What if the articles of association are lost?

One copy of the articles of association is kept by the company and another is filed with the Companies Registry. If the company's copy is lost, you can apply to the Companies Registry for a copy of the filed articles; the fee depends on the type of application. You can also contact the secretarial firm that handled the incorporation to help you obtain a replacement.

Do all shareholders need to sign the articles of association?

When applying to incorporate a company, the articles of association must be signed by all founding shareholders (the initial subscribers) as the legal basis for the company's incorporation. Shareholders who join later do not need to sign the articles again, but are governed by the existing articles. To amend the articles, a special resolution must be put to a vote in accordance with the articles.

SetupHK - Professional company formation services

If you need help drafting articles of association or handling a company formation application, please contact the SetupHK team. We provide one-stop company formation services, supporting you all the way from document preparation to ongoing compliance. Click the WhatsApp enquiry button to get in touch with us!