How do I amend my company's articles of association in Hong Kong?
Members pass a special resolution to change the articles. The company then delivers a copy of the resolution and the amended articles to the Companies Registry, generally within 15 days. Some changes, such as to a clause entrenched in the articles, can need extra steps.
Process
- Prepare the amended articles, or a clear list of the changes.
- Pass a special resolution (at least 75% of the votes cast at a meeting, or a written resolution that all eligible members agree to).
- 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).
- 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 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; the Registry's guidance on penalties is on its website.
Practical tip Keep a consolidated version of the articles with the minute book so officers, banks and auditors use the current text.
Legal basis
- Companies Ordinance (Cap. 622), s.88
- Companies Ordinance (Cap. 622), s.564
- Companies Ordinance (Cap. 622), s.622
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
- What are the business registration fee and levy in Hong Kong now?For certificates starting from 1 April 2026 to 31 March 2027, a one-year business registration certificate costs HK$2,350 (HK$2,200 fee plus HK$150 levy) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). A branch certificate costs HK$230 for one year.
- How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
- How do I change my Hong Kong company name, and what does it cost?Pass a special resolution of the members to adopt the new name, then deliver the notice and resolution to the Companies Registry, which charges HK$295. The change takes effect when the Registrar issues a certificate of change of name. Update contracts, bank accounts and letterheads afterwards.
- How do I issue (allot) new shares in a Hong Kong company, and what is the NSC1 deadline?Issue shares through proper board and member approvals, then file Form NSC1 (return of allotment with a statement of capital) with the Companies Registry within one month after the allotment. Late filing risks up to HK$25,000 per breach plus a HK$700 daily default fine.
- Does my company need a registered office in Hong Kong, and how do I change it?Yes. Every Hong Kong company must have a registered office in Hong Kong where communications and notices can be sent. If it changes, file Form NR1 with the Companies Registry within 15 days, otherwise the company faces up to HK$50,000 per breach plus HK$1,000 per day.