Must I have Articles of Association for setting up a Hong Kong company? Answers to Frequently Asked Questions on Articles of Association

The Memorandum And Articles of Association (M&A) is one of the documents that must be prepared when setting up a Hong Kong limited company. It is a guideline for the internal operation of the company and an important document for communication between the company and external parties. In Hong Kong, the Memorandum of Association usually contains basic information about the company, shareholders’ rights and interests, board composition, corporate governance, etc. Below are some frequently asked questions to help readers better understand the articles of association.

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Table of Contents

What are Articles of Incorporation?

What kind of companies do articles of incorporation apply to?

Are there sample articles of incorporation for unlimited companies?

Can the articles of incorporation be amended?

What are articles of incorporation?

The articles of association are an internal document that defines the organization, management rules and operation of the company. It is the basic code of conduct for the company and is designed to ensure the smooth and transparent operation of the company. The articles of association must meet the requirements of Hong Kong laws and regulations and must be approved by the shareholders prior to the establishment of the company.

If you are interested in learning more about the contents and sample articles of association, you can refer to “What are articles of association? Introducing the Sample Articles of Association”.

What kind of company are the articles of incorporation for?

If a company is in the process of raising capital or making an acquisition, or is planning to expand or contract its business, it may need to amend its bylaws to accommodate new business models or market changes. It is advisable to consult with a professional accountant or legal advisor before making any changes to ensure that the changes are in line with the relevant laws and regulations and the company’s objectives.

Articles of association are required for all companies registered in Hong Kong, including limited companies, unlimited companies, private companies and listed companies. Different types of articles of association may differ, but all must comply with the requirements of Hong Kong laws and regulations.

Are there sample articles of association for unlimited companies?

Unlimited companies usually do not have model articles of association because they are not commonly found and often have very specific needs, so a standard model is not applicable. Unlike a limited company, an unlimited company does not have a limit on the number of shareholders and its shareholders have more flexibility and autonomy in the operation of the company.

In addition, unlimited companies do not need to meet capital requirements or maintain a specific capital structure. Unlimited companies are usually owned and operated by large corporations or state-owned enterprises, so their by-laws are usually prepared by the company’s legal counsel or a team of executives to ensure that the company operates in compliance with the relevant laws and regulations and the company’s objectives.

Can the articles of incorporation be amended?

Amending the articles of incorporation is one of the necessary tools for the management and development of a company. However, such amendments must comply with the provisions of the articles of association and the laws of Hong Kong. Violation of these regulations may cause damage to the company or create legal risks. Therefore, companies must exercise caution when making amendments.

Amendments to the articles of association require the approval of the shareholders because the articles of association are a contract between the shareholders and the shareholders should have the right to vote on the contents of the amendments. In addition, amendments to the articles of incorporation must be made in accordance with the articles of incorporation and the company’s legal procedures. If the procedures are not followed, the amendment may be ruled invalid. The above information is provided for your reference. If you have any questions or information about tax filing (personal tax return, corporate tax return, accountant tax return), you are welcome to contact our professional advisors and we will provide you with a free quote and consultation service later.