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Articles of Association
The Articles of Association (AA) is a document that details the rules by which a Hong Kong company operates. Please refer to the “Articles of Association” sample, which allows you to create company articles of association documents for Hong Kong registered companies.
The Articles of Association (AA) define the objectives of a Hong Kong company. Typically, the Articles of Incorporation set out how tasks and/or projects are to be carried out for the company, including the process of appointing directors and handling financial reporting.
The Articles of Association can be used as a manual for Hong Kong companies. CEOs of day-to-day operations can use the Articles of Incorporation to define goals and outlines and use them as methods or solutions for project execution.
For each Hong Kong company, the content and terms may be slightly different.
Articles of association usually include the Hong Kong company name, purpose, share capital, company organization and provisions for general meetings (meetings) of shareholders.
Mandatory terms
The articles of incorporation of a Hong Kong company must include the following mandatory provisions.
- Company name (Article 81 of the new Companies Ordinance)
- The articles of association 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 association 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 not paid by the members for the shares held (section 84(1) of the new Companies Ordinance).
- The articles of a company limited by guarantee must state that if the members of the company are still members of the company at the time of its winding up, or within one year after they cease to be members of the company, the liability of the members shall be limited to any amount unpaid by the members for the shares held (New Companies Ordinance 》Article 84(2)).
- The articles of a company with a share capital must state the capital and initial shareholding (section 85(1) and Part 5 of Schedule 2 to Section 8).
- Under section 103 of the Companies Ordinance, the articles of association of a newly granted company that merges with the company, or the articles of association of a company with such license, must state during the period that the license remains valid (section 82 (1) of the New Companies Ordinance) Company purpose. As with any other company, it is not necessary to state its objects in its articles of association, but it may be done (section 82(2) of the new Companies Ordinance).
Hong Kong company registration information
Please refer to the requirements for establishing a Hong Kong company.
Hong Kong company name: The name of any Hong Kong registered company appears in its articles of association. All jurisdictions have rules regarding company names. The name of each company in Hong Kong must be unique because it must be approved by the Hong Kong Companies Registry to ensure that the company name is not duplicated (that is, it has been used by other companies).
Purpose of Hong Kong Company: Company formation should be stated in the Articles of Association (AA). For example, a retail bakery operation.
Share Capital: The number and type of shares constituting the company’s capital should be stated in the company’s articles of association. A company may or may not issue shares. But when the number and type of shares are listed in the articles of incorporation, shares can be issued when needed.
Corporate Organization: This is the legal organization of a company, including its address, number of directors, and identities of its founders and shareholders.
General Meeting of Shareholders: These are the rules for the first general meeting of shareholders and for subsequent annual general meetings. Shareholders’ meeting. Notices, resolutions or votes can be listed.
The Articles of Association (AA) do not need to be in a specific form, but you may refer to the Companies (Articles) Notice (Cap. 622H)). It provides for model clauses for 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 articles of association provisions that are applicable to the type of company being formed. As long as the terms are not excluded or modified after the incorporation of the company, the appropriate standard terms shall apply.
If the company’s terms of incorporation do not provide for any regulations for the company, these standard terms will apply as part of the company’s terms (section 80).
Standard clauses are in addition to the mandatory clauses that companies must have.
In the Companies Ordinance, there is no specific requirement to state the registered company’s office address, first director or company secretary (which may be a natural person or a corporation, but must reside or be located in Hong Kong) in the company’s articles of association.
You may provide an unsigned copy of the AA, but an original copy of the original Articles of Incorporation must always be retained for your records.
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