Limited Company Articles of Association serve as the primary constitutional document for companies incorporated in Hong Kong, required under the Companies Ordinance (Cap. 622). This document must be filed with the Companies Registry upon incorporation and sets out the fundamental framework for company operations, including share rights, transfer restrictions, director powers, meeting procedures, and internal management rules. It forms a statutory contract between the company and its shareholders, and between shareholders themselves. The articles can be based on the model articles provided in Cap. 622H or customized to suit specific business needs, provided they comply with Hong Kong law. Companies typically prepare these articles during the incorporation process but may also adopt new articles or amend existing ones through a special resolution.
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1. Interpretation: Defines key terms used throughout the articles and sets rules for interpretation
2. Company Name and Type: Specifies the company name and that it is a private company limited by shares
3. Liability of Members: States that member liability is limited to unpaid share amounts
4. Share Capital and Rights: Details the initial share capital structure and basic share rights
5. Share Certificates: Rules regarding issuance and replacement of share certificates
6. Transfer of Shares: Procedures and restrictions for transferring shares
7. Transmission of Shares: Provisions for share transmission upon death or bankruptcy
8. General Meetings: Rules for conducting general meetings, including notice requirements and proceedings
9. Voting Rights: Procedures for voting at general meetings and member voting rights
10. Directors Powers and Responsibilities: Scope of directors' authority and their general duties
11. Decision-Making by Directors: Procedures for board meetings and director decisions
12. Appointment and Retirement of Directors: Process for appointing and removing directors
13. Company Secretary: Appointment and role of the company secretary
14. Dividends and Other Distributions: Rules for declaring and paying dividends
15. Capitalization of Profits: Procedures for capitalizing profits and reserves
16. Administrative Arrangements: General administrative matters including company communications
1. Different Classes of Shares: Additional provisions for companies with multiple share classes, defining different rights and restrictions
2. Pre-emption Rights: Detailed provisions giving existing shareholders first right to purchase new shares
3. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically used in companies with significant shareholders
4. Weighted Voting Rights: Provisions for different voting rights attached to different share classes
5. Permitted Transfers: Special provisions allowing certain share transfers without following standard transfer restrictions
6. Executive Directors: Special provisions regarding appointment and powers of executive directors
7. Alternate Directors: Provisions allowing directors to appoint alternates
8. Borrowing Powers: Specific provisions regarding company's borrowing capabilities and limitations
9. Enhanced Shareholder Protections: Additional protections for minority shareholders beyond statutory requirements
1. Share Transfer Form: Standard form for executing share transfers
2. Proxy Form: Standard form for appointing proxies for general meetings
3. Written Resolution Format: Template for written resolutions of shareholders
4. Board Resolution Format: Template for board resolutions
5. Deed of Adherence: Standard form for new shareholders to agree to be bound by the articles
6. Notice of General Meeting: Template for giving notice of general meetings
7. Share Certificate Format: Standard format for share certificates
Relevant legal definitions
Articles
Board
Business Day
Companies Ordinance
Company
Director
Electronic Form
General Meeting
Member
Mental Incapacity
Ordinance
Ordinary Resolution
Paid Up
Present
Proxy Notice
Register of Members
Seal
Secretary
Share
Special Resolution
Subsidiary
Transmittee
Writing
Corporate Representative
Connected Person
Dividend
Financial Year
Office
Registered Office
Share Capital
Share Certificate
Transfer Notice
Voting Rights
Working Hours
Associated Company
Board Meeting
Chairman
Eligible Member
Fully Paid
Hong Kong
Partly Paid
Board
Business Day
Companies Ordinance
Company
Director
Electronic Form
General Meeting
Member
Mental Incapacity
Ordinance
Ordinary Resolution
Paid Up
Present
Proxy Notice
Register of Members
Seal
Secretary
Share
Special Resolution
Subsidiary
Transmittee
Writing
Corporate Representative
Connected Person
Dividend
Financial Year
Office
Registered Office
Share Capital
Share Certificate
Transfer Notice
Voting Rights
Working Hours
Associated Company
Board Meeting
Chairman
Eligible Member
Fully Paid
Hong Kong
Partly Paid
Clauses
Share Capital and Variation of Rights
Share Certificates
Lien on Shares
Calls on Shares
Transfer of Shares
Transmission of Shares
Forfeiture of Shares
Alteration of Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Directors Powers and Responsibilities
Directors' Appointments and Remuneration
Alternate Directors
Directors' Meetings
Company Secretary
Dividends and Reserves
Accounts and Audit
Capitalization of Profits
Notices and Communications
Winding Up
Indemnity and Insurance
Amendment of Articles
Corporate Records
Company Seals
Borrowing Powers
Share Restrictions
Conflict of Interest
Share Certificates
Lien on Shares
Calls on Shares
Transfer of Shares
Transmission of Shares
Forfeiture of Shares
Alteration of Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Directors Powers and Responsibilities
Directors' Appointments and Remuneration
Alternate Directors
Directors' Meetings
Company Secretary
Dividends and Reserves
Accounts and Audit
Capitalization of Profits
Notices and Communications
Winding Up
Indemnity and Insurance
Amendment of Articles
Corporate Records
Company Seals
Borrowing Powers
Share Restrictions
Conflict of Interest
Relevant Industries
Technology
Financial Services
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Education
Construction
Transportation
Hospitality
Media and Entertainment
Energy
Agriculture
Telecommunications
Relevant Teams
Legal
Compliance
Corporate Secretarial
Board of Directors
Corporate Governance
Risk Management
Executive Management
Administration
Corporate Affairs
Regulatory Affairs
Relevant Roles
Company Director
Company Secretary
Corporate Lawyer
Compliance Officer
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Governance Manager
Board Chairman
Company Administrator
Incorporation Agent
Corporate Services Manager
Shareholder Relations Manager
Risk Management Officer
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