Hong Kong
  • Singapore
  • UK
  1. Osome Blog Hong Kong
  2. A Guide to Articles of Association in Hong Kong

A Guide to Articles of Association in Hong Kong

The Articles of Association (AA) is a must-have document you need when you register for a company in Hong Kong, regardless of your entity type. Under the new Companies Ordinances, the document called ‘Memorandum of Association’ has been abolished.

What are the Articles of Association?

This document is prepared when a company is established. It contains rules to run the company for internal management. It also covers information of the capital and initial shareholdings that will help any interested parties learn some key facts about the company’s scope and responsibilities of its members. Interested parties might be the national regulator, government bodies, banks, potential partners, investors etc.

The Articles of Associations would enable these parties to learn about the following key facts of the company:

Company type Mandatory information to be included in Articles of Association
Unlimited company

Company name;

List of founder members

Must state that the liability of its members is unlimited
Company limited by shares Must state that the liability of its members is limited to any amount unpaid on shares held by the members.
Company limited by guarantee Must state that each member of the company undertakes that if the company is wound up while he/she is a member (or within 1 year after he/she stops being a member), then he/she will contribute an amount required, not exceeding a specified amount, to the company's assets
Company with a licence Must state the company's objects whilst the licence remains in force
Capital and initial shareholdings (except guarantee company)

How do I Prepare the Articles of Association?

According to Hong Kong Companies Ordinance (CO), to create this document, you need to assemble all founder members of your company and have them sign the proposed Articles of Association. Then a copy of AA should be submitted to Hong Kong Companies Registry for registration either in hard copy or electronically via e-Registry.

There is no specific template to create the Articles of Association. The main rule is that the Articles must be written in English or Chinese. You can look up four sample Articles of Association on the official website of Hong Kong e-Registry or consult individual legal advice for a tailor-made Articles of Association.

Can I change the Articles of Association Later On?

Yes, you can amend your company’s Articles of Associations if you need to legalize some major changes, such as alteration of the company’s objects (objection is optional under the Companies Ordinances except company with a license), issuing a new type or class of shares, or adding new clauses etc. If a company agrees on changing its AA, then it has to prepare a special resolution and submit a set of relevant documents to the Hong Kong Companies Registry for registration.

The components of such document set vary depending on what exactly a company wants to change in its AA:

Situation Minimum required documents

Alteration of any provisions of a company’s AA*

*except for company’s objects and Certain Articles by Existing Company (see below)

A copy of the special resolution for alteration of AA;

Form NAA1;

A certified copy of the altered AA.

Alteration of a company’s objects only

A copy of the special resolution for alteration of AA;

Form NAA2;

A certified copy of the altered AA.

If an Existing Company changes any provisions that are contained in the company’s Memorandum of Association and such provisions could be contained in the company's AA instead of in the Memorandum of Association when the Memorandum was registered.

A copy of the special resolution for alteration of AA;

Form NAA3;

A certified copy of the altered AA.

Change of company status from private company to public company or vice versa*

* by alteration of the company’s articles (need to submit relevant form and docs to CR for registration too)

Altered company’s articles:

Submit relevant form, special resolutions and a copy of the special resolution for alteration of AA;

Change of company status from private company to public company:

Form NAA4;

A certified copy of company’s annual financial statements

If your company alters both its provisions and objects, then you should submit both forms NAA1 and NAA2 along with 2 certified copy of the articles as altered and relevant special resolutions.

Running a business requires constant communication between your company and the Hong Kong authorities like the Inland Revenue Department and the Companies Registry. With deadlines on filing there’s a lot to keep track of. You can do it all on your own but if you’d rather focus on your business growth, leave it to our meticulous and friendly company secretaries.

Share this post:

Tips to run your business smarter.
Delivered to you monthly.

You'll receive a verification email you'll have to open and confirm the subscription.

You might like it

Incorporation

Cost of Living as a Foreign Business Owner in Hong Kong

You’ve decided on setting up your company’s base in Hong Kong. The next step then would be to find out how much it costs to live there before you make the jump.

E-commerce

How To Design Your Website To Attract Buyers

If you’re looking to improve your e-commerce page and improve sales, you might want to learn the fundamentals of how to design a good website.

Entrepreneur's Bootcamp

Best Practice Invoicing Tips for SMEs

Want to know how to improve your invoicing? We’ve unpacked a few best practice tips that are ideal for business owners in Hong Kong like you, So if you need a little guidance, and a recap on writing commercial invoices as a newbie, we can help.

E-commerce

Paypal vs Stripe: Comparing Pros & Cons of 2 Payment Gateways

As an e-commerce business owner, you would have heard of payment gateways PayPal and Stripe. With these two big platforms being the most popular online payment gateways, you may face a dilemma when it comes to deciding which payment gateway to use.

Entrepreneur's Bootcamp

What Is a Compliance Calendar?

The repercussions of missing crucial deadlines extend beyond non-compliance and can even include hefty fines, lost revenues and opportunities, as well as decreased productivity.

E-commerce

An Online Seller's Guide to E-commerce Fulfillment & Shipping

Here’s a guide to e-commerce fulfilment and shipping for new sellers in Hong Kong looking to drive revenue from online sales. Find out more about the methods, models and software that’ll help you scale the business you’ve worked hard to build.

E-commerce

Tips For Amazon Sellers To Better Manage Your Inventory

Brand owners and sellers of all scales struggle to seek a well-balanced supply chain. Additionally, Amazon has its own inventory management rules, which makes everything even tougher.

E-commerce

The 10 Best E-commerce Hosting Services in 2021

When you are setting up your e-commerce shop, the right hosting provider can make all the difference. However, with a variety of options out there, choosing the best one can be confusing.

E-commerce

What To Include in an E-commerce Invoice?

For business owners who own and run an online store, you probably already know that invoices must be sent to your customers for the services you provide or the goods you sell, as a form of purchase proof.

Secretary

What Are the Penalties for Late Filing of Documents?

You will usually need to file your documents by a fixed time however, business owners are often so busy with business engagement that they forget about the deadlines.

Incorporation

How To Set Up Your Own Employment Agency

Given the importance of employment agencies, it is no doubt that they play an integral role in Hong Kong's economic success. Find out how to start an employment agency in Hong Kong as the world hurtles to define a new future of work.

E-commerce

How Packaging Inserts Can Increase Your E-commerce Revenue

As a business owner, you can use packaging inserts to publicise your products. Placing your focus on existing customers also means that you do not have to splurge extra dollars on marketing.

Tips to run your business smarter. Delivered to you monthly.

You'll receive a verification email you'll have to open and confirm the subscription.

We’re using cookies! What does it mean?