- Every Hong Kong company must have articles of association, delivered to the Companies Registry with its incorporation form.
- The articles must state the company’s name, its members’ liability and, for companies with shares, its share capital and initial shareholdings.
- You can adopt the model articles in Cap. 622H, adapt them or write your own, as long as they comply with the Companies Ordinance.
- Changing the articles needs a special resolution (at least 75% of votes) and Form NAA1 filed within 15 days.
- The memorandum of association was abolished on 3 March 2014. For older companies, its conditions are treated as part of the articles.
Articles of association are easy to sign at incorporation and forget, until an investor, a new shareholder or a disagreement between founders sends you back to them. That’s when the details matter: who can appoint directors, how votes are counted and whether shares can be sold to outsiders.
In Hong Kong, the articles are your company’s constitution. They’re filed with the Companies Registry, anyone can inspect them, and the company, its members and its directors must follow them. Keeping them current, from drafting resolutions to filing changes on time, is part of what a company secretary in Hong Kong handles.
In this guide, you’ll learn:
- What the articles must include, and what they usually cover
- Whether to use the model articles or customise them
- How the articles differ from a shareholders’ agreement and the old memorandum
- How to file the articles and how to change them later
- The mistakes that cause problems when a company grows
What are articles of association in Hong Kong?
Articles of association are the written rules that govern how a Hong Kong company is run. They set out how directors are appointed and removed, how decisions are made, how meetings and resolutions work, and what rights shareholders have.
Every company incorporated in Hong Kong must have them. You deliver the articles to the Companies Registry with the incorporation form, and they become a public document once the company is registered.
Legally, the articles have effect as a contract between the company and each member, and between the members themselves, so each side can enforce them against the others (section 86 of the Companies Ordinance).
Why do the articles of association matter?
The articles decide who has control, and they’re the first document anyone checks when control is questioned.
- Decision-making: they set the rules for board decisions, voting and quorum, so everyone knows how a decision becomes binding.
- Shareholder protection: clear rules on share transfers and voting reduce the room for disputes between founders.
- Fundraising: investors review the articles to understand control, share rights and transfer restrictions before they commit.
- Future changes: adding shareholders, issuing new classes of shares or restructuring all start from what the articles allow.
What must the articles of association include?
The Companies Ordinance requires certain statements in every company’s articles. Everything else is up to the company, within the law (sections 81 to 85).
| Required content | Applies to |
|---|---|
| Company name | All companies |
| Objects (what the company may do) | Optional, unless the company holds a licence to omit “Limited” from its name |
| Whether members’ liability is limited or unlimited | All companies |
| Members’ liability: limited to any amount unpaid on their shares | Companies limited by shares |
| Each member’s undertaking to contribute if the company is wound up | Companies limited by guarantee |
| Share capital and initial shareholdings of the founder members | Companies with a share capital |
| Maximum number of shares the company may issue | Optional |
Beyond the required statements, articles usually cover:
- Directors: appointment, removal, powers and how the board makes decisions.
- Shares: issuing, transferring and, where relevant, different classes of shares.
- Meetings and resolutions: notice periods, quorum, voting and written resolutions.
- Administration: company records, the company seal (if any) and dividends.
The articles can’t override the Companies Ordinance. If a provision conflicts with the law, the law applies.
Should you use the model articles or write your own?
Most simple private companies can start with the model articles. Customise them if you have investors, more than one class of shares or specific rules on who can buy shares.
The model articles are set out in the Companies (Model Articles) Notice (Cap. 622H), with separate versions for public companies, private companies limited by shares and companies limited by guarantee. You still register articles at incorporation, with the required statements, but the model articles fill any gaps: wherever your articles don’t exclude or change them, the model articles for your company type apply (section 80).
| Model articles | Simplified articles | Customised articles | |
|---|---|---|---|
| What it is | The full Cap. 622H text for your company type | The Companies Registry’s shorter sample, which switches off the model articles | Articles drafted or adapted for your company |
| Best for | One share class, founders aligned, no outside investors | Small, owner-managed companies that want fewer rules | Investors, several share classes or transfer restrictions |
| Preparation | Ready-made | Ready-made | Usually with legal advice |
| Main risk | May not fit once the company grows | Leaves out topics such as classes of shares and alternate directors | Poor drafting can conflict with the law or with how you operate |
Common reasons to customise:
- Different classes of shares: for example, preference shares with priority on dividends.
- Transfer restrictions: pre-emption rights, so existing shareholders get first refusal before shares go to outsiders.
- Investor protections: matters that need an investor’s consent, or a right to appoint a director.
- Exit terms: drag-along and tag-along rights for a future sale.
Sample articles from the Companies Registry:
Before you incorporate or bring in an investor, check the articles against where the company will be in two or three years. Adding share classes or transfer controls at the start is simpler than passing a special resolution to add them later.
Who is bound by the articles of association?
The company, its members and its directors are bound by the articles. Employees usually aren’t, unless their contracts refer to them.
| Party | Bound? | What it means in practice |
|---|---|---|
| The company | Yes | It must act within its articles |
| Members (shareholders) | Yes | Their rights and obligations come from the articles, including on transfers and voting |
| Directors | Yes | Observing the constitution is one of their duties as directors |
| Company secretary | In practice | Follows the articles when preparing meetings, resolutions and filings |
| Employees | Usually not | Only if their employment terms refer to the articles |
What’s the difference between articles of association and a shareholders’ agreement?
The articles are public and bind every member, including future ones. A shareholders’ agreement is private and binds only the people who sign it. Many companies with investors use both.
| Articles of association | Shareholders’ agreement | |
|---|---|---|
| Required by law? | Yes | No |
| Public? | Yes, filed with the Companies Registry | No, kept private |
| Who it binds | The company and all members, including future members | Only the parties who sign it |
| How it’s changed | Special resolution and Form NAA1 | As the agreement says, often with every party’s consent |
| Typical content | Governance rules, share rights, meetings | Commercial terms, such as funding commitments, non-compete clauses and exit plans |
Keep the two consistent. If they conflict, the articles govern how the company itself acts, so the agreement may be hard to rely on.
Do Hong Kong companies still need a memorandum of association?
No. The memorandum of association was abolished when the current Companies Ordinance (Cap. 622) took effect on 3 March 2014. Companies incorporated since then only have articles.
- Companies incorporated before 3 March 2014: the conditions in their memorandum are treated as part of their articles, so there’s nothing to file (section 98).
- Old “authorised capital” clauses: these are treated as deleted, because Cap. 622 also moved all shares to no par value (section 98(4)).
- Old objects clauses: if an older company’s memorandum limited what it could do, that limit may still apply through its articles.
Cap. 622 also put the director’s duty of care, skill and diligence into statute. If your company still refers to its memorandum in internal documents, update those references at your next review.
How do you file articles of association in Hong Kong?
You file them with your incorporation application. The Companies Registry receives the articles with the incorporation form, and there’s no separate fee for them.
| Step | What happens |
|---|---|
| Prepare the articles | Adopt the model articles or prepare customised ones |
| Sign them | The founder members sign the articles |
| File with the incorporation form | Submit online through e-Registry or on paper. The online incorporation fee is HK$1,545 |
| Receive your certificate | Once the company is incorporated, the articles are on the public record |
If you’re incorporating with a service provider, check which version of the articles they’ll file, and ask for a copy before you sign.
How do you change your articles of association?
Members pass a special resolution, then the company files Form NAA1 with the Companies Registry within 15 days of the change taking effect. A special resolution needs at least 75% of the votes. The one exception: changing the maximum number of shares the company may issue only needs an ordinary resolution (section 88).
- Draft the changes: review the current articles and prepare the new wording. Check the change doesn’t conflict with the rights attached to any class of shares.
- Board approval: the directors approve the proposal and call a general meeting, or circulate a written resolution.
- Members’ approval: pass a special resolution, with at least 75% of votes in favour.
- File Form NAA1: deliver it to the Companies Registry within 15 days after the alteration takes effect, with a copy of the amended articles certified as correct by a director or the company secretary. Also deliver a copy of the special resolution itself.
- Update your records: replace the version in your company records and send it to anyone who relies on it, such as your bank and investors.
File Form NAA1 within 15 days after the change to your articles takes effect.
Which form do you file?
| Change | Form |
|---|---|
| Most changes to the articles | NAA1 |
| Changing the company’s objects | NAA2 |
| Changing articles that an older company originally had in its memorandum | NAA3 |
| Converting between a private and a public company | NAA4 |
Changing objects in a private company takes longer. Holders of at least 5% of the shares can apply to court to cancel the change within 28 days of the resolution. If nobody applies, file NAA2 within 15 days after that 28-day window ends.
What limits apply to changes?
- The law comes first: a change can’t conflict with the Companies Ordinance.
- Good faith: changes must be made for the benefit of the company as a whole, not to squeeze out particular members or avoid existing obligations.
- Class rights are protected: a company with share capital can’t change its articles in a way that’s inconsistent with the rights attached to its shares, except through the separate procedure for varying class rights.
What mistakes do companies make with their articles of association?
Adopting articles that don’t match how the company runs
Template articles can include rules written for a bigger company, such as meeting and notice procedures you’ll never follow. Read the governance clauses before you file, and adjust any that don’t fit how decisions are actually made.
Waiting for an investor to fix the articles
Investors usually ask for specific share rights and consent rules. If your articles don’t allow them, you’ll need a special resolution and a filing during the funding round, which adds time to the deal.
Letting a shareholders’ agreement contradict the articles
A private agreement that says one thing while the public articles say another creates uncertainty when a dispute arises. Update the articles when you sign the agreement.
Missing the 15-day NAA1 deadline
Late filing is an offence for the company and every responsible person, with a fine of up to HK$10,000 plus HK$300 for each day it continues. Diary the deadline as soon as the resolution is passed.
How Sleek helps with articles of association in Hong Kong
Your articles shape every decision the company makes, so they’re worth getting right at the start and keeping current as you grow.
With Sleek, you can:
- Incorporate with the right articles: we file your articles with your incorporation application, so your company starts on the public record correctly.
- Pass and file changes on time: our licensed company secretary (TCSP licence TC006483) prepares special resolutions and files Form NAA1 within the deadline.
- Keep records in one place: your current articles, resolutions and statutory registers stay organised and easy to share with banks or investors.
- Know your costs upfront: company secretary plans start from HK$1,300 a year, with every price on our pricing page.
That leaves you free to focus on the decisions your articles are there to support.
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FAQs about articles of association in Hong Kong
Are articles of association public in Hong Kong?
Yes. Once filed with the Companies Registry, anyone can search for and buy a copy of a company’s articles. Don’t put anything in them you want to keep confidential. Use a shareholders’ agreement for private terms instead.
What happens if the articles conflict with the Companies Ordinance?
The Ordinance wins. A provision that conflicts with the law has no effect to that extent, even though it’s in the filed articles.
Can the Articles of Association be amended?
Yes, the Articles of Association can be changed to adapt to the evolving needs of the company. Amendments require following specific procedures outlined in the Companies Ordinance and submitting necessary forms to the Hong Kong Company Registry.
What happens if you file Form NAA1 late?
It’s an offence. The company and every responsible person can be fined up to HK$10,000 (level 3), plus HK$300 for each day the filing stays outstanding.
Do you need a lawyer to change the articles?
No, it’s not a legal requirement. For simple changes, your company secretary can prepare the resolution and filing. For share classes, investor rights or objects, legal advice is worth the cost.
