If you are planning to start or register a company in Hong Kong, you will need to prepare and submit a document called the Articles of Association (AA). This is a document that sets out the rules and regulations governing the affairs of your company, such as its objectives, share capital, members’ rights and duties, directors’ powers and responsibilities, general meetings, dividends, etc.
The AA is an essential document for any company in Hong Kong, as it defines the relationship between the company and its members, and also informs the public about the company’s structure and activities.
The AA is a mandatory document for company registration in Hong Kong. It must be filed with the Companies Registry along with the incorporation form (NNC1) and other required documents. The AA must contain some mandatory clauses, such as:
• The company name (in English and/or Chinese)
• The members’ liabilities (limited or unlimited)
• The company share capital and initial shareholding
• The company objects (for limited companies with a license granted under section 103)
The AA may also contain other clauses that vary depending on the type and nature of the company. Some of these clauses are:
• The company organization (such as the number and appointment of directors, alternate directors, secretary, etc.)
• The directors’ powers and duties (such as how to delegate their powers, how to manage conflicts of interest, how to sign contracts, etc.)
• The directors’ insurance (such as whether the company can indemnify or insure its directors against liabilities)
• The general meetings (such as how to call and conduct them, what is the quorum and chairperson, how to vote and proxy, etc.)
• The members’ rights (such as how to issue and transfer shares, how to receive dividends, how to inspect records, etc.)
• Miscellaneous matters (such as how to communicate with the company, how to use the company seal, what to do in case of liquidation, etc.)
The AA can be drafted by the company itself or by a professional service provider. However, it is advisable to consult a lawyer or an accountant before finalizing the AA, as it is a legal document that has significant implications for the company and its members.