What are the Articles of Association in Hong Kong?

Articles of Association Hong Kong

The articles of association hong kong company constitution is a company's internal rulebook. It governs operations under the Companies Ordinance (Cap. 622). Filed at incorporation (typically with Form NNC1), the articles set out the rights of members, the powers of directors, and the procedures for meetings, share capital management, and decision-making.

Hong Kong Company Constitution

The articles and any special resolutions form the company constitution. This document binds each member and director as if they had signed it. It controls matters the ordinance leaves to private agreement: how votes are counted, whether directors may borrow, and how dividends are declared.

Model Articles Hong Kong

A company limited by shares may adopt the model articles in Schedule 2 of Cap. 622. These model articles hong kong provide a standard set of default rules. If no articles are registered at incorporation, the model articles apply automatically. Many businesses use them as a starting point and tailor specific clauses.

Company Articles Amendment

Altering the articles requires a special resolution passed by at least 75% of voting members. Deliver the amendment to the Companies Registry within 15 days of the resolution passing. Changes affecting members' rights or directors' powers must follow the process in section 662 of the ordinance.

Hong Kong Company Rules

The articles govern internal hong kong company rules. These include the appointment and removal of the company secretary, the location of the registered office, the allotment of shares, and the conduct of board and member meetings. Restrictions on share transfers must appear in the articles to be binding.

Role of the Companies Registry

The Companies Registry accepts and maintains the articles on the public register. Any member may request a copy. The document must be filed in English or Chinese; a bilingual version is common.