Articles Of Association For Company Limited By Guarantee Template for Hong Kong

Articles Of Association For Company Limited By Guarantee is the foundational constitutional document that establishes how your non-profit organization will operate under Hong Kong law. Unlike companies with share capital, this structure is specifically designed for organizations pursuing charitable, educational, religious, or other non-commercial objectives where members guarantee a nominal amount rather than purchasing shares.

When do you need this document?

You need Articles Of Association when incorporating any non-profit organization in Hong Kong that will operate without share capital. This includes charitable organizations seeking tax exemption under Section 88 of the Inland Revenue Ordinance, professional associations, religious institutions, community groups, and educational foundations. The document is mandatory for Companies Registry filing and must be submitted alongside the Incorporation Form (Form NNC1) when establishing your guarantee company. You'll also need these articles when applying for charitable status, opening bank accounts, or demonstrating your organization's legitimacy to donors, grantmakers, and regulatory bodies.

Key legal considerations

Your articles must clearly define the company's objects clause, specifying charitable or non-commercial purposes to maintain guarantee company status. The liability clause should state each member's guarantee amount, typically HK$100, which represents their maximum financial obligation if the company winds up. Include comprehensive governance provisions covering member admission and termination, board composition with minimum director requirements, meeting procedures, and voting rights. The application of income clause is crucial—it must prohibit profit distribution to members and require assets to be applied solely for the stated objects. Consider including dissolution clauses that direct remaining assets to similar charitable organizations, which strengthens your non-profit credentials and supports tax exemption applications.

Legal requirements in Hong Kong

Under the Companies Ordinance (Cap. 622), your articles must comply with Parts 3, 9, and 10 governing company formation, accounts, and directors respectively. You can adopt the model articles from the Companies (Model Articles) Notice (Cap. 622H) or create bespoke articles tailored to your organization's needs. Ensure your objects clause aligns with charitable purposes if seeking tax exemption under the Inland Revenue Ordinance. The articles must specify a registered office in Hong Kong, appoint at least one director ordinarily resident in Hong Kong, and include a company secretary appointment mechanism. Your document must be signed by each initial member and submitted to the Companies Registry with the incorporation application, accompanied by the required filing fee.