What is the Articles of Association? Introducing the Model Articles of Association

Company (Model Articles) Notice (Cap. 622H)

If you want to register a limited company, you may already know that the “Articles of Association” is an important document for setting up a company. Under the new Companies Ordinance, all corporations established in Hong Kong are required to have articles of association. In this article, you will learn what is the Articles of Association? What should be included? And the model articles of association provided by the Companies Registry:

What is the Articles of Association?

The Articles of Association (AA), before the implementation of the new Companies Ordinance in 2014, the full name is “Memorandum of Association and Articles of Association”, which is an indispensable document for a limited company and has the opportunity to be submitted when opening a company bank account. to the relevant staff.

As a document stating the operating objectives of a Hong Kong company, it generally lists the purpose and functions of the company, the tasks/projects it will accomplish, including the process of appointing directors and handling financial reports, and the company members are expected to comply with the above regulations strip.

The content and terms of the articles of association of each Hong Kong company will be slightly different. The articles of association are like a manual for the public to understand the company’s objectives and outline, and also record financial information such as dividends, whether to issue shares and voting rights, audit methods, etc.

Business owners of companies registered in Hong Kong can use the Articles of Association as a method or solution for project execution. The current Companies Ordinance stipulates that all companies registered with the Companies Registry are required to prepare articles of association.

What should the articles of association of the company include?

According to the “Company Ordinance”, the general articles of association of the company should formulate internal codes according to law, and should have the following company information:

•Type of company;

•Company Name;

• Responsibilities of company members;

• For a limited company, it must be stated that the liability of the members is limited;

• For an unlimited company, it must be stated that the liability of the members is unlimited;

• In the case of a company limited by shares, it must be stated that the liability of the members is limited to the amount of shares held by the members;

• In the case of a company limited by guarantee, it must be stated that each member of the company will provide the required amount to the company in the event of the company being wound up;

• A company with a share capital must list the capital and initial shares.

• For licensed companies, the purpose for the validity period of the license must be stated.

When a Hong Kong company is established, the articles of association are mandatory to state the purpose of the company, such as the operation of an online store. As for share capital, since the company may choose not to issue shares, it can be listed if necessary.

Model Articles of Association?

Although there is no specific format for writing the articles of association, the proprietor of the company can also refer to and adopt the “Company (Articles) Notice”, which is a model for a company limited by shares, a private company limited by shares, and a company limited by guarantee.

As long as the company is incorporated without excluding or changing the model provisions, any or all of these provisions may apply as the company’s articles of association:

Unlimited companies usually have very specific needs, so there is no model articles of association, nor does the standard model apply.