In this course · 3 of 6
Course 3
Pick your name and rules
6 lessons · 6 min
- 1Hong Kong Company Name Rules: English and Chinese Names
- 2Can You Check or Reserve a Company Name in Hong Kong?
- 3Articles of Association in Hong Kong: Can I Use Model Articles?
- 4Hong Kong Private Company Requirements Under Cap. 622: Key Rules
- 5How do I change my Hong Kong company name, and what does it cost?
- 6How do I amend my company's articles of association in Hong Kong?
The short answer
Articles of association are a Hong Kong company's internal rulebook on directors' powers, share transfers and meetings. A copy must be filed when incorporating, and you can use the Companies Registry's sample articles or upload customised articles as a PDF of up to 5 MB.
What they cover
- Powers and decision-making of directors.
- How shares are issued and transferred (a private company's articles restrict transfers).
- How meetings and resolutions work.
- Rules on appointing and removing directors.
Using the sample articles The Registry provides sample articles for private companies limited by shares, public companies and companies limited by guarantee. When you incorporate online, the mandatory details you enter (name, capital, first shareholdings) are inserted into the chosen sample.
Customised articles
- Upload as a PDF no larger than 5 MB.
- Include all the provisions the Ordinance requires.
- Margins are specified so that the public record image is legible.
Why tailor them The standard articles may not suit joint ventures, investor deals or family companies. Customising can deal with:
- share transfer rights;
- deadlock;
- drag-along and tag-along clauses (clauses that let a majority force, or let a minority join, a sale);
- different voting rights. A lawyer can draft this; a shareholders' agreement can sit alongside the articles.
Articles bind the company and its members and are public records anyone can obtain from the Registry.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), Part 3 (articles of association)
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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