Articles of Association (Sample) for Hong Kong Companies

 

The Articles of Association (AA) is a document which specifies the regulations for the operations of a Hong Kong company. Refer to an Articles of Association sample which will enable you to create this document for your Hong Kong company registration.

The Articles of Association (AA) defines the objectives of the HK company. Normally, the AA lays out how tasks and/or projects are to be achieved in in a company. This includes the process for appointing directors and the handling of financial reports.

The Articles of Association can actually be a user's manual of a Hong Kong company which can be used by operational chief executives to define the objectives and outline the methods or solutions to accomplish the required day-in-day-out projects.

For each HK based company, the content and terms may slightly vary. This is according to the jurisdiction.

The Articles of Association should normally include provisions on the Hong Kong company name, the purpose, the share capital, organization of the company, and shareholder meetings.

The Mandatory Articles

The Articles of Association of a Hong Kong company must include the mandatory articles listed below.

  • The company name (section 81 of the new Companies Ordinance)
  • The articles of a limited company must state that the liability of its members is limited (section 83(1) of the new Companies Ordinance)
  • The articles of an unlimited company must state that the liability of its members is unlimited (section 83(2) of the new Companies Ordinance)
  • The articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on shares held by the members (section 84(1) of the new Companies Ordinance)
  • The articles 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 the person is a member, or within one year after ceasing to be a member, that the person will contribute an amount required, not exceeding a specified amount, to the company's assets (section 84(2) of the new Companies Ordinance)
  • The articles of a company with a share capital must state the capital and initial shareholdings (section 85(1) and section 8 of Part 5 of Schedule 2)
  • The articles of an association to be incorporated with a license granted under section 103 (of the new Company Ordinance), or of a company with such a license must state the company's objects whilst the license remains in force (section 82(1) of the new Company Ordinance). For any other company, it is not mandatory to state its objects in its Articles of Association but it may do so (section 82(2) of the new Company Ordinance).

Resources to Hong Kong Company Registration

Refer to the Requirements.

Refer to the Hong Kong company formation guide.

Ready? Start with the Hong Kong company registry.

Hong Kong Company Name: Being a legal entity, the HK company must have a name which can be found in the articles of association. All jurisdictions will have rules concerning company names. Each company name (of a HK company) must be unique as it is required to have the company name approval performed by the Hong Kong Companies Registry to ensure no repetition.

Purpose of the HK Company: The reason of the company incorporation should be stated in the articles of association (AA). For example, the operation of a retail bakery.

Share Capital: The quantity and type of shares which comprise the capital of a company should be stated in the articles of association. A company may or may not issue shares. But when they are listed in the articles of association, shares can be issued when needed.

Organization of Company: It is the legal organization of the company. It should include the address, the number of directors, and the identity of the founders and shareholders.

Shareholder Meetings: This is about the provisions for the first general meeting of shareholders and the rules that will govern subsequent annual shareholder meetings. Under this section, notices, resolutions, or votes can be listed.

The Articles of Association (AA) is not a specified form, but you may refer to the Companies (Model Articles) Notice (Cap. 622H). It prescribes Model Articles for public companies limited by shares (Schedule 1), private companies limited by shares (Schedule 2) and companies limited by guarantee (Schedule 3).

A company may adopt any or all of the provisions of the Model Articles that are appropriate to the type of company being formed. The appropriate Model Articles will apply insofar as the articles registered by the company upon incorporation that do not exclude or modify them.

If registered articles of a company do not prescribe any regulations for the company, the Model Articles that are appropriate to that type of company will form part of the company's articles (section 80).

The Model Articles will be in addition to the mandatory articles that a company is required to have.

In the Companies Ordinance, there is no specific requirement to state the company registered office address, the first director(s) or the company secretary (who may be a natural person or an entity, but must be located in HK) in the articles of association.

You can deliver an unsigned copy of AA, but you must always keep the original signed articles of association for records.