Hong Kong Articles of Association: What They Are & Which Sample to Use [2026]

When setting up a company in Hong Kong, the Articles of Association are mandatory. They are one of the core documents required to complete the incorporation process.

They play a specific role under Hong Kong company law and come in different forms depending on how a company is structured. Knowing what they are and how they fit into the setup process helps make this part of the incorporation clearer.

In this guide, we’ll walk through what the Hong Kong Articles of Association are, which official samples apply to different company types, and when the Articles may need to be updated after the company is set up.

Let’s dive in!

The Articles of Association are a legal document that explains the basic rules for how your company operates as a legal entity. They define how decisions are made, how directors are appointed, and how ownership and control are structured.

Under the Hong Kong Companies Ordinance, the company’s Articles of Association are a legally required constitution document for company formation and must be submitted to the Companies Registry as part of the incorporation process.

Articles of Association can be adopted in standard form or prepared in a customised version, depending on the company’s structure and governance arrangements.

You will mainly deal with the Articles during incorporation or when formal changes are made.

The Articles of Association cover the basic information that defines your company and how liability works. This usually includes:

• Company name:
  The registered name of the company, as approved at incorporation.
• Member liability:
  How liability is defined, depending on the company type. For example, whether liability is limited and, if so, to what extent.
• Share capital and initial shareholdings (for companies with shares):
  How the company’s shares are structured at incorporation, including the number of shares, any classes of shares, and how shares are allocated to shareholders at the start.
• Directors and decision-making:
  How the number of directors is determined, how directors are appointed or removed, and how decisions are made by the board of directors, including matters handled at a director’s meeting.
• Meetings and resolutions:
  How shareholder meetings and the annual general meeting are conducted, and how decisions are approved through ordinary resolution or special resolution, including voting procedures such as a show of hands, where applicable.

If you use the official model Articles from the Companies Registry, the required legal details are already included. You do not need to add or draft these points yourself when setting up the company.

When setting up a company in Hong Kong, you typically start with a blank document. The Companies Registry provides official sample Articles of Association, based on the Model Articles set out in law.

Which sample applies depends mainly on the type of company you’re setting up. Below are the main sample Articles provided by the Companies Registry, along with their typical uses.

For a Private Company Limited by Shares

This structure is commonly used by businesses setting up in Hong Kong, including trading companies, service providers, startups, and holding companies.

If your company has share capital, shareholders, and a board of directors acting on behalf of the company, this is usually the right category. These Articles cover limited liability, shareholder decision-making, and everyday operations.

For a Private Company (Simplified Form)

The Hong Kong Companies Registry also offers a simplified version of the Articles of Association for private companies with straightforward setups. 

This option is typically used when:

• Ownership is simple and closely held
• There are no multiple classes of shares or complex voting rights
• Decisions are made by a small group of shareholders

Using the simplified form is optional. Both the simplified and standard Model Articles are accepted by the Companies Registry, so that you can choose either at the incorporation stage. If your company later grows, issues new shares, or adjusts shareholder rights, the Articles can be updated to reflect that change.

Public Company Limited by Shares

This sample applies only to companies that operate as public companies or plan to offer shares to the public.

Public companies are subject to additional regulatory and corporate governance requirements. So, this version of the Articles includes more detailed rules on shareholder meetings, the annual general meeting, the number of directors, and decision-making by special resolution.

Company Limited by Guarantee

Companies limited by guarantee do not have share capital and are commonly used for non-profit or membership-based organisations, such as charities, clubs, and associations.

Because these companies are structured around members rather than shareholders, the Model Articles for a Company Limited by Guarantee focus on member obligations, governance, and how the company’s activities align with its objectives, rather than share ownership or capital structure.

As part of the online company formation process, the Articles of Association are selected directly within the application itself. You don’t need to prepare or submit them as a separate document.

Here is how it works:

• You choose the Articles directly in the online form
  The Companies Registry asks you to select which Articles to use as part of the incorporation application.
• You’ll see three options on screen
  - Standard Model Article
  - Customised Articles (prepared in English)
  - Customised Articles (prepared in Chinese)
• Choose the Model Articles for standard setups
  These are pre-approved, meet all legal requirements, and can be chosen with a single click for standard private company setups.
• Customised Articles are optional
  If you already have specific arrangements, you can submit customised Articles instead, as long as all mandatory clauses are included.

Companies update their Articles of Association when something changes in how the business is owned or governed, such as bringing in new investors or adjusting voting arrangements.

When an update is made, it follows a recognised legal process rather than an informal edit. Under sections 88 and 96 of the Companies Ordinance, shareholders must approve the change, and the update must then be reported to the Companies Registry.

As part of this process:

✔️ You file Form NAA1 to notify the Registry of the change, and

✔️  The filing must be made within 15 days after the Articles are amended.

The notice must be filed within the statutory timeframe, as late or missing filings can result in penalties under Hong Kong law. Because these amendments often relate to ownership or control, it is important that the updated Articles and the filing accurately reflect the approved changes.

By now, you should have a clearer idea of what the Hong Kong Articles of Association are, which sample to choose, and when the Articles may need to be updated later on.

When you move forward with incorporation, as covered earlier, the Articles are handled as part of the company setup process. And if you would prefer that setup to be handled for you, Statrys can help with that.

As an all-in-one partner for Hong Kong company setup, we handle the incorporation process from start to finish. From preparing and filing the Articles of Association to completing the required filings and supporting post-registration compliance, everything is handled together by our specialists in Hong Kong company incorporation.

This includes:

✅ Full company registration with all filings and government fees

✅  Company secretary services and statutory records

✅  A registered business address in Hong Kong

✅  Online access to your company documents

✅  Help with opening a Statrys multi-currency business account

✅  Accounting and bookkeeping support as your business grows