What are articles of association in Hong Kong and can I use the Companies Registry's model articles?
Articles are the company's internal rulebook on directors' powers, share transfers and meetings. You must file a copy when incorporating. You can use the Registry's sample articles, which the online system fills in for you, or submit customised articles as a PDF.
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, or 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
- Companies Ordinance (Cap. 622), Part 3 (articles of association)
Sources
Applies to 2026 · Last reviewed 29 October 2026
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.
Related questions
- Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
- How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
- How does a partnership work in Hong Kong, and what is a limited partnership?A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
- What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
- Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.