Published August 27, 2020 · Updated October 23, 2026
An article of association in Hong Kong can decide who controls board decisions and share transfers when founders disagree. Since the Companies Ordinance (Cap. 622) came into force on 3 March 2014, the articles of association have been the company’s statutory constitutional document.
In this guide, we explain how a Hong Kong company’s articles function as its statutory constitutional document and how they work alongside resolutions and shareholders’ agreements. We cover the abolished memorandum, required clauses, model and bespoke articles, and 2026 drafting, amendment and filing.
What Do the Articles of Association Do in a Hong Kong Company?
Under the Companies Ordinance (Cap. 622), a Hong Kong company’s articles of association are its statutory constitutional document.
A Hong Kong company's constitution is the rulebook for its internal affairs. The Companies Ordinance (Cap. 622) regulates a company’s articles of association, which have statutory effect under section 86 once registered.
Shareholder resolutions and agreements are not part of a local company’s articles, though certain special resolutions and agreements must be filed with the Registrar under section 622 of Cap. 622. Registered articles bind the company and its members with the statutory effect set out in section 86 of the Companies Ordinance. This is why a shareholders' agreement rarely stands alone: rights that must bind future shareholders belong in the articles.
The articles allocate power. They set what directors may do without member approval, how members vote, how shares move, and how meetings and dividends run. More than one million live companies sit on the Hong Kong Companies Register, and each runs on a constitution somebody drafted. Our business formation statistics article tracks the pace at which they arrive. In practice, we find that founders who skim their articles at incorporation face avoidable questions later, because banks, investors and regulators all read the document closely.
What Happened to the Memorandum of Association?
The memorandum was abolished when Cap. 622 commenced on 3 March 2014; a Hong Kong company now files one governing document — the articles — plus the incorporation form.
Under the old Companies Ordinance (Cap. 32), a company registered two constitutional documents. The memorandum of association stated the company's name, objects, share capital and subscribers, while the articles of association governed internal management, with Table A supplying default rules.
The New Companies Ordinance highlights published by the Companies Registry confirm that the new Ordinance abolishes the memorandum. Section 67 instead requires founders in Hong Kong to deliver an incorporation form and the articles of association. Form NNC1 — or NNC1G for a company not limited by shares — now declares what the memorandum used to carry: registered office, share particulars, members and liability.
Companies incorporated before 3 March 2014 were not re-registered. Conditions in their memoranda are deemed to be provisions of their articles, subject to the Ordinance’s modifications.
Two older doctrines faded too. The ultra vires rule on corporate capacity went in 1997, so every company now has the capacity of a natural person. And since 2014, Hong Kong shares carry no par or nominal value, so the articles state no authorised share capital.
Constitutional Documents Before and After Cap. 622
| Document | Cap. 32 (before 2014) | Cap. 622 (current) |
|---|---|---|
| Memorandum of association | Separate constitutional document: name, objects, share capital, subscribers | Abolished; particulars declared in Form NNC1 or NNC1G |
| Articles of association | Internal rules, with Table A supplying defaults | The core constitutional document, with model articles applying by default |
| Default articles | Table A (First Schedule) | Model articles (Cap. 622H) |
| Share capital | Par value and authorised capital stated in the memorandum | No par value; articles state initial shareholdings (s. 85) |
| Objects clause | Standard component of the memorandum | Optional; mandatory only for section 103 licensed companies |
What Must the Articles of Association Contain?
Articles of a company formed under Cap. 622 must state its name and members’ liability; a new company with share capital must also state its capital and initial shareholdings.
The Ordinance prescribes mandatory clauses for a company's articles of association in Hong Kong. The wording depends on whether liability is limited by shares, limited by guarantee, or unlimited. Get these wrong and the Registrar will reject the filing.
1. Company name
Section 81 requires the articles to state the company's name. For most local companies that means an English name, a Chinese name, or both.
2. Members' liability
Section 83(1) requires a limited company's articles to state that members' liability is limited; an unlimited company must state the opposite under section 83(2). Section 84 then fixes the measure. For a company limited by shares, liability ends at the unpaid amount on each member's shares. For a company limited by guarantee, each member undertakes a stated sum if the company winds up while they are a member, or within a year of leaving.
3. Share capital and initial shareholdings
A company with share capital incorporated under Cap. 622 must state its capital and initial shareholdings in its articles under section 85(1) and Schedule 2, Part 5. Because shares carry no par value, the statement records the shares each founder takes, not a nominal figure.
4. Objects
Only a company licensed under section 103 — one permitted to omit the word 'Limited' from its name — must state its objects, under section 82(1). Any other company may state objects voluntarily under section 82(2), though few now bother.
5. Optional share limit
Section 85(2) lets a company with share capital state the maximum number of shares it may issue. Founders sometimes add the cap to control dilution without a shareholders' agreement.
Mandatory Articles Clauses by Company Type
| Clause (Companies Ordinance reference) | Company limited by shares | Company limited by guarantee | Unlimited company |
|---|---|---|---|
| Company name (s. 81) | Required | Required | Required |
| Members' liability (ss. 83-84) | Limited to unpaid amounts on shares | Undertaking to contribute a stated sum on a winding-up | Unlimited; articles must state it (s. 83(2)) |
| Share capital and initial shareholdings (s. 85) | Required | No share capital; undertakings only | Required where the company has share capital |
| Objects (s. 82) | Optional unless licensed under s. 103 | Optional unless licensed under s. 103 | Optional unless licensed under s. 103 |
| Default model articles (Cap. 622H) | Yes, private or public set | Yes, guarantee set | None; bespoke articles required |
Model Articles or Bespoke Articles: Which Should You Adopt?
Most owner-managed private companies incorporate on the model articles under Cap. 622H; investor-backed startups, guarantee bodies and unlimited companies usually need more.
Section 78 empowers the Financial Secretary to prescribe model articles for different company types. Three sets exist under the Companies (Model Articles) Notice (Cap. 622H): one each for public companies limited by shares, private companies limited by shares, and companies limited by guarantee.
A company incorporated under Cap. 622 may adopt all or any of the relevant model articles under section 79. Where its registered articles do not exclude or modify them, the relevant model articles apply by default under section 80. Model articles do not apply by default to companies incorporated before 3 March 2014; Table A may continue to apply to an existing company that adopted it, so far as it has not been modified by Cap. 622.
An unlimited company has no prescribed model set, so it must register its own articles at incorporation. Model articles handle standard governance well: directors' powers, meetings, dividends and share mechanics. They do not cover investor terms. Weighted founder voting, share class rights, drag-along rights and higher voting thresholds for reserved matters require bespoke drafting. The drafting effort pays off the moment a funding round or a dispute arrives.
Model Articles Versus Bespoke Articles
| Factor | Model articles (Cap. 622H) | Bespoke articles |
|---|---|---|
| Origin | Prescribed by the Financial Secretary (s. 78) | Drafted for the individual company |
| Preparation | Adopted as filed or with modifications | Full drafting and review |
| Cost and speed | No drafting fees; fastest incorporation | Higher cost; longer lead time |
| Coverage | Standard governance, meetings, dividends and share mechanics | Share classes, pre-emption, transfer restrictions, weighted votes, entrenchment |
| Typical use | Owner-managed private companies | Startups with investors, joint ventures, guarantee bodies |
How Do You Write and Submit the Constitution?
Drafting runs in five steps — fix the company form and name, choose model or bespoke articles, draft, review, then file and pay.
Founders who follow a defined sequence when drafting a Hong Kong company's articles of association spend less on corrections and delays. The steps below reflect how we run the process.
Step 1: Confirm the Company Form and Name
The articles depend on the company's type, so fix that first: limited by shares, limited by guarantee, or unlimited. Then run a free Hong Kong company name search to confirm the intended name is available before drafting anything.
Step 2: Choose the Starting Point
Adopt the model articles whole, adopt them with modifications, or draft from scratch. Unmodified model articles are the fastest and cheapest route; any investor term forces the second or third option.
Step 3: Draft the Mandatory and Bespoke Clauses
Cover the statutory clauses first, then the commercial ones. Common additions include:
- Share classes with distinct votes and dividend rights
- Pre-emptive rights on new issues or share transfers
- Share transfer restrictions and buy-out mechanics
- Entrenchment of reserved matters or founder rights
- Board composition and quorum rules
Step 4: Review Against the Law and Form NNC1
Check that no clause contradicts a mandatory provision, that class rights match the shareholders' agreement, and that every particular matches Form NNC1. A professional review at this stage prevents rejection by the Registrar.
Step 5: File and Pay the Current Fees
Deliver the application through the Companies Registry's electronic services or on paper. The documents are Form NNC1 (or NNC1G), the articles of association, and the IRBR1 notice for business registration. The incorporation application fee for a company with share capital is HK$1,545 for electronic filing and HK$1,720 on paper; these amounts exclude the business registration fee and levy. For a one-year business registration certificate starting from 1 April 2026 to 31 March 2027, the fee is HK$2,200 and the levy is HK$150, totalling HK$2,350. These charges are payable with the IRBR1 and incorporation documents.
Electronic certificates for a private company limited by shares normally issue within an hour, paper applications for a company limited by shares take around four working days, and guarantee companies generally take about three weeks. Many founders delegate the filing to our Hong Kong company incorporation services so the company's first articles of association are drafted correctly.
When the Articles Need Professional Advice
| Situation | Why professional advice matters |
|---|---|
| A funding round or new shareholders' agreement | Share class rights, pre-emption and board seats must bind the company through the articles, not the agreement alone |
| Share transfer and exit planning | Transfer restrictions, drag-along and tag-along rights bind only if correctly drafted into the articles |
| Entrenchment of founder protections | Cap. 622 has no express entrenchment provision, so defective drafting can leave clauses unenforceable |
| Company limited by guarantee | Member undertakings, objects and amendment rules require bespoke drafting |
| Deadlock or a shareholder dispute | The constitution is the first document examined when powers and rights are contested |
When Should You Amend the Articles of Association?
Most changes require a special resolution, followed by notification of the alteration to the Companies Registry within 15 days after it takes effect; a certified copy of the articles as altered must be delivered with it.
Section 88(1) lets a company alter its articles by special resolution. At a general meeting, it requires at least 75% of votes cast. For a limited company, it generally needs at least 14 days' notice (21 days for an AGM). A longer period in the articles may apply. A private company can instead pass a written special resolution when members representing at least 75% of eligible members' total voting rights agree in writing.
Cap. 622 contains no express entrenchment provision, and section 88(2) requires a special resolution to alter the articles. Clauses that require stricter conditions before a named provision changes are therefore technical. Draft entrenchment with advice rather than improvising it.
Filing duties are strict. Under section 88(5), within 15 days after an alteration takes effect, a company must deliver to the Registrar a notice of the alteration in the specified form (Form NAA1) and a copy of the articles as altered, certified by an officer of the company.
Typical triggers for an amendment include:
- A new investor or shareholders' agreement changes board seats or share classes
- Pre-emptive rights on issues or transfers need tightening
- Drag-along and tag-along rights are added ahead of an exit
- Founder protections or reserved matters become entrenched
- The company converts type or prepares for a listing.
Buyers read these clauses first. Founders weighing how to sell a small business in Hong Kong usually find the articles shape the deal. Where any of these situations applies, book a review through our contact page before the resolution is tabled, not after.
Conclusion
A Hong Kong company’s statutory constitutional document is its articles of association. Shareholder resolutions and agreements are not part of the articles, though certain ones must be filed with the Registrar under section 622 of Cap. 622. The memorandum is history, model articles cover the basics, and every alteration must be filed with the Companies Registry within 15 days.
3E Accounting Hong Kong drafts and reviews these documents daily. We cover model-article incorporations and bespoke, investor-grade articles. This forms part of end-to-end incorporation and corporate secretarial support. It is backed by an international network spanning more than 110 countries.
Where terms are contested or complex, engage a Corporate Services Provider before the special resolution, not after the dispute. A well-drafted constitution costs far less than fighting a defective one.
Draft a Constitution That Holds Up
Our team drafts and reviews Hong Kong articles of association for incorporations, funding rounds and amendments — and files every document for you.
Frequently Asked Questions
Model articles are prescribed under the Companies (Model Articles) Notice (Cap. 622H) for public companies limited by shares, private companies limited by shares and companies limited by guarantee. They apply by default only to a company incorporated under Cap. 622, and only to the extent that its registered articles do not exclude or modify them. They do not apply by default to an existing company incorporated before 3 March 2014.
The articles bind the company and every member to the same extent as a contract, so they govern voting strength, dividend rights, share transfers and pre-emption. Rights can also differ between share classes where the articles create classes.
Subject to statutory restrictions, a company normally amends its articles by special resolution under section 88(1). At a general meeting, at least 75% of votes cast must support the resolution, and the notice must include its text and state that it is proposed as a special resolution. A written special resolution is passed only when all eligible members signify agreement. Within 15 days after the alteration takes effect, the company must notify the Registrar in the specified form; it must also deliver a copy of the articles as altered, certified by an officer of the company.
Order a company search through the Companies Registry's electronic services for any current company. Companies incorporated before 3 March 2014 also have their memoranda and articles on file, and members may request copies from the company itself.
Yes. The filing includes Form NNC1 (or NNC1G), a copy of the articles of association and the IRBR1 notice. The HK$1,545 electronic or HK$1,720 paper incorporation application fee for a company with share capital is separate from the business registration fee and levy. From 1 April 2026 to 31 March 2027, a one-year business registration certificate costs HK$2,200 plus a HK$150 levy, totalling HK$2,350.
Abigail Yu
Director
Abigail Yu oversees executive leadership at 3E Accounting Group, leading operations, IT solutions, public relations, and digital marketing to drive business success. She holds an honors degree in Communication and New Media from the National University of Singapore and is highly skilled in crisis management, financial communication, and corporate communications.
