How do I amend my company's articles of association in Hong Kong?

Process

1. Prepare the amended articles, or a clear list of the changes.
2. Pass a special resolution (at least 75% of the votes cast at a meeting, or a written resolution that all eligible members agree to).
3. Deliver the resolution and a copy of the amended articles to the Registrar. Most special resolutions must be delivered within 15 days after being passed (section 622).
4. Update the company's own records, including the copy kept with the statutory books.

Things to check first

• Whether the existing articles or a shareholders' agreement entrench (lock in against ordinary amendment) specific provisions or give particular members a veto.
• Whether any change affects class rights or needs a class meeting.
• Whether the amendment would be unfair to minority shareholders, who may have remedies.

Late filing Failure to deliver a resolution within the time limit is an offence for the company and its officers, and the Registrar can charge for late registration.

Practical tip Keep a consolidated version of the articles with the minute book so officers, banks and auditors use the current text.