Articles of Association in Hong Kong: Explained.

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Articles of Association in Hong Kong: Explained

This is an overview of the Articles of Association in Hong Kong.

Under the old Companies Ordinance, companies in Hong Kong require a Memorandum of Association and Articles of Association. However, with the new Companies Ordinance in place, the Memorandum of Association is abolished, and the Articles of Association remains an important document for the company.

Let’s learn more about the Articles of Association in Hong Kong.

What are the ‘Articles of Association’?

The Articles of Association is a document that specifies the objectives and regulations of the company.

It also includes the process of appointing directors and how to handle the financial reports.

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What must be included in the Articles of Association?

The Articles of Association of a company in Hong Kong must include the following sections of the Companies Ordinance:

  • The company name (section 81)
  • Member’s liability
    • Limited company (section 83(1))
    • Unlimited company (section 83(2))
    • Company limited by shares (section 84(1))
    • Company limited by guarantee (section 84(2))
  • Share capital and initial shareholdings (section 85(1) and section 8 of Schedule 2)
  • A company with a license must state the company’s objective while the license is in force (section 103)

How to change the Articles of Association?

Companies may occasionally need to amend their Articles of Association to meet any changes that occurred in the company.

Reasons a company may alter their Articles of Association are:

  • Change the method of calling a general meeting
  • The appointment, resignation, retirement of directors and other officers
  • Setting powers and responsibilities of the directors
  • Amending the class of shares

To modify the Articles of Association, the company must fill in form NAA1 and submit it to the Companies Registry.

An ordinary resolution or special resolution may be needed to alter the Articles of Association depending on the reason.

According to section 88(5), within 15 days of altering the Articles of Association, the company must submit the following to the Registrar:

  • A notice of the alternation
  • A copy, certified by an officer of the company, as correct, of the articles as altered

The above does not apply if the alternation of the Articles of Association was by a special resolution to change the company name.

Within 15 days after changing the company name by a special resolution, the company must submit a notice of the company name change to the Registrar.

Conclusion

The Articles of Association in Hong Kong is an important document that all companies must have. It sets out the objectives of the company and other crucial information as required by the Companies Ordinance. Contact Acclime to help incorporate your company in Hong Kong and draft the Articles of Association.

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