What is a Memorandum of Association in Hong Kong?

Memorandum of Association Hong Kong Historical Document

A memorandum of association for a Hong Kong company filed at incorporation contained the company's name, registered office, objects clause, liability clause and share capital. For companies incorporated before the current Companies Ordinance (Cap. 622) took effect on 3 March 2014, the memorandum of association remains a historical document defining the original limits of the company's capacity and powers.

What Was the Memorandum of Association

The memorandum of association was the principal constitutional document of a company under the repealed Companies Ordinance. The registrar of companies in Hong Kong would not issue a Certificate of Incorporation unless the memorandum was delivered with the subscribers' signatures. Its objects clause set out the business activities the company could carry out. Any action outside those objects was ultra vires and void.

Hong Kong Company Memorandum vs Articles of Association

Under Cap. 622, a company's constitution consists only of its articles of association. The memorandum of association no longer exists as a separate document for companies incorporated after 3 March 2014. Pre-2014 companies that still hold a memorandum may choose to remove the objects clause by special resolution. The ultra vires doctrine has been abolished and companies now have the capacity of a natural person.

Why It Is a Historical Company Document Hong Kong

The memorandum of association is a historical document because its function has been absorbed by the articles of association and the statutory provisions of Cap. 622. For a company incorporated after 2014, the incorporation documents filed with the Companies Registry are Form NNC1 and the articles of association. No separate memorandum is required.

Companies Ordinance Memorandum Provisions

Pre-2014 companies must still comply with their existing memorandum unless they voluntarily alter it. The Companies Ordinance (Cap. 622) repealed the earlier provisions that required a memorandum, but existing memoranda remain effective until amended. The subscribers who signed the memorandum at incorporation continue to be recorded in the register of members.

The memorandum of association therefore matters only for companies formed before 2014. For any company formed after that date, the term refers to a document that no longer exists in Hong Kong company law.