Written by Sneha Patwari, Corporate Secretary Lead
Company Secretary and law graduate with years inside multinationals, law firms, and startups across multiple jurisdictions. I've watched founders treat governance and compliance as paperwork, then pay for it when things scale, fundraise, or unwind. The articles I write are for founders who'd rather ...
Last reviewed by May 2026.
Key Takeaways
Articles of Association are your company's internal rulebook, governing directors, shareholders, shares, and meetings. Since 2014, it's been the only constitutional document Hong Kong companies need.
Choose Sample A for simple setups or Sample B if you expect growth or investors. If you don't submit your own, Sample B applies by default.
Amending articles requires a 75% shareholder vote and must be filed within 15 days, or you risk fines up to HKD 10,000.
If you're incorporating a Hong Kong company, you will hit a step in the process that asks you to submit something called "Articles of Association (AoA)"
Most founders get stuck at the same point: the Registry offers multiple sample templates, articles out there explain what an AoA are but not which version to pick, and the consequences of choosing the wrong one only become clear months later when you try to issue new shares or bring in an investor.
This guide covers what Articles of Association contain, which of the four official samples suits a private company limited by shares, how to amend your articles after incorporation, and the mistakes that trip up first-time founders.
Disclosure: This guide draws on our experience supporting company incorporation in Hong Kong since 2020, and reflects patterns from real client cases. It focuses on private companies limited by shares, the most common incorporation type in Hong Kong. For those forming a public company or a company limited by guarantee, the relevant model articles differ and are noted where applicable.
What Are Articles of Association in Hong Kong?
Articles of Association (AoA) are the constitutional document of a Hong Kong company. They set out the internal rules that govern how the company operates: how directors are appointed and removed, how shareholders vote, how dividends are declared, how shares can be transferred or issued, how meetings are held, how to elect a board of directors, and more.
Before 3 March 2014, Hong Kong companies had two separate constitutional documents: a Memorandum of Association and Articles of Association. When the Companies Ordinance (Cap. 622) replaced the old Companies Ordinance (Cap. 32), the Memorandum was abolished. Everything that was previously split between the two documents now sits in a single set of Articles.
For companies that existed before March 2014, the old Memorandum provisions were automatically deemed to be part of their Articles. New companies formed under Cap. 622 only need Articles of Association, which are submitted alongside the incorporation application.
The Articles of Association may simply be referred to as the “articles.”
🔎Useful Resource: If you are still early in the process, our step-by-step Hong Kong company registration guide covers the full incorporation workflow from start to finish.
Getting Your Articles of Association
In Hong Kong, you can get your company’s Articles of Association by using the official model (sample) articles provided by the Companies Registry, which means you don’t have to write everything from scratch. You can adopt them as they are, modify them to suit your needs, or write completely custom articles with the help of a lawyer.
💡Tip: Statrys’ Hong Kong incorporation service handles all mandatory filings, including your Articles of Association, so you can focus on growing and running your business.
The 4 Model Articles of Association
The Companies Registry publishes four sets of model articles under the Companies (Model Articles) Notice (Cap. 622H), available on the Companies Registry’s e-Services Portal. Each set is designed for a different type of company. You can adopt a set as-is, modify specific clauses, or draft entirely custom articles.
Short summary: For most private limited companies, the common option is Sample A for a simple setup or Sample B if your company has a more complex structure.
| Sample | Full name | Best for | Key features |
|---|---|---|---|
| Sample A | Simplified form of articles for a private company limited by shares | Small, owner-managed companies with one class of shares and straightforward governance | Streamlined version with fewer governance provisions. Covers the essentials: director powers, share transfers, meetings, dividends. |
| Sample B | Model articles for a private company limited by shares | Private companies expecting growth, multiple directors, or future investors | More detailed governance framework. Includes fuller provisions on meetings, proxies, alternate directors, and company seals. |
| Sample C | Model articles for a public company limited by shares | Companies that offer or plan to offer shares to the public | Include provisions for public share offerings and additional rules on for listed or publicly traded companies. |
| Sample D | Model articles for a company limited by guarantee | Non-profits, clubs, and membership organisations | No share capital. Covers member obligations and liability. |
If you don’t submit your own Articles of Association when incorporating, the relevant model articles under Cap. 622H will apply by default. For private companies limited by shares, if you do not submit articles at incorporation, Sample B applies automatically. You can amend or exclude provisions later.
How to Choose the Right AoA for Your Company
The answer depends on your company structure, how many shareholders you have, and what you expect to change in the next few years.
- You’re a solo founder or have one co-founder: Sample A is usually the right choice. It keeps things simple. There are fewer governance provisions to manage, and for a company with one or two shareholders who are also the directors, that’s all you need.
- You have multiple directors or a board structure: Sample B gives you more structure for managing director appointments, alternate directors, and board decision-making. If you anticipate having three or more directors, or if directors will change frequently, the additional provisions in Sample B will be useful from day one.
- You expect to bring in investors or additional shareholders: Start with Sample B, and consider customising it. Investors often want to see provisions around pre-emption rights (the right to buy new shares before outside parties), share transfer restrictions, and anti-dilution protections. If you adopt Sample A and later need to add these clauses, you’ll need to amend your articles by special resolution — doable but adds a step.
- You’re setting up a public company: Sample C. Public companies face additional regulatory and corporate governance requirements under the Companies Ordinance, and the model articles reflect this.
- You’re setting up a non-profit or guarantee company: Sample D. This is the only sample without a share capital structure, designed for organisations owned by guarantee members rather than shareholders.
💡Practical tip: If you’re unsure, start with Sample A. You can always amend your articles later. It’s far better than delaying incorporation while you try to draft the perfect constitution.
What Must Be Included in the Articles of Association in Hong Kong
Use a model article, customise one, or write your own. No matter which option you choose, the Companies Ordinance requires certain information to appear in every company’s Articles.
Mandatory provisions
| Provision | What it covers |
|---|---|
| Company name | The full registered name of the company, in English and/or Chinese. |
| Liability of members | Whether the liability of the members is limited by shares or by guarantee. For a company limited by shares, liability is capped at the unpaid amount on their shares. |
| Share capital and initial shareholding (s.85) | For companies with share capital: the number and class of shares each subscriber takes on incorporation. |
Common Provisions
Beyond the mandatory provisions, well-drafted Articles typically include:
- Director appointment and removal — rules on how directors are elected, their powers, and how they can be removed
- Shareholder meetings — notice periods, quorum requirements, and voting procedures for general meetings
- Share transfers and pre-emption rights — whether existing shareholders get first refusal when someone sells their shares
- Dividend policy — how and when the company distributes profits to shareholders
- Company seal — whether the company uses a common seal (use of a company seal is optional)
- Winding-up or liquidation procedures — what happens to remaining assets if the company is dissolved
Submitting Your AoA in the Company Formation Application
When you apply to incorporate a company, the Companies Registry e-Registry portal will ask you to choose your Articles of Association directly within the application.
Here’s what you’ll see:
- If you’re setting up a typical private company, you can select the Model Articles with one click. These are pre-approved and meet all legal requirements.
- If your company has specific arrangements, you can choose to use customised Articles instead, as long as they include all required clauses.
📌Note: The Articles of Association are signed by the founders and kept as part of the company’s records. The version submitted to the Companies Registry does not need to be signed.
How to Amend Articles of Association in Hong Kong
As a company evolves, its Articles of Association may no longer reflect how it operates. You might need to amend them when you bring in new shareholders, create a new class of shares, change director appointment rules, or update provisions that no longer reflect how the company operates.
The amendment process has three steps:
Step 1: Pass a special resolution
The proposed amendment must be approved by at least 75% of shareholders who are present and voting at a general meeting (or by written resolution, if the articles permit it).
Can you hold the meeting online?
Yes, most likely. Under the Companies (Amendment) Ordinance 2023, a company may hold a general meeting using virtual or hybrid technology unless its existing articles expressly prohibit virtual meetings. This way, non-resident founders can participate and vote without travelling to Hong Kong.
The notice of meeting must specify the virtual meeting technology being used.
Step 2: Certify the updated articles
The certified copy must be signed by a Hong Kong licensed solicitor, a practising Certified Public Accountant (CPA), or a Chartered Secretary.
Step 3: File Form NAA with the Companies Registry
Once the alteration takes effect, you must deliver a signed NAA form and a certified copy of the amended articles to the Registrar within 15 days. You can file online through the Companies Registry e-Registry portal.
There are four NAA forms depending on what you’re changing:
- NAA1 — Alteration of any provision in the Articles of Association
- NAA2 — Alteration of a company’s objects clause
- NAA3 — Alteration of provisions that were originally in the Memorandum of Association (for companies incorporated before 3 March 2014)
- NAA4 — Change of company status (e.g. private to public)
If you’re altering both general provisions and the objects clause at the same time, you need to file both NAA1 and NAA2.
If the 15-day deadline is missed, both the company and any responsible officer may be subject to a fine of up to HKD 10,000. If the violation continues, an additional fine of HKD 300 may be imposed for each day the offence persists.
Common Mistakes to Avoid
These are the issues we see most often with clients who incorporated without professional support, or who used a provider that did not explain the implications of their AoA choice.
Using model articles without reading them
If you do not register your own articles, the model articles apply by default. That is fine for many companies, but the model articles include provisions you may not want, for example, rules about share transfer that could restrict what you can do later.
Not amending when adding shareholders or share classes
If your articles only contemplate one class of ordinary shares and you later want to issue preference shares with different dividend or voting rights, the articles need to be amended first. Issuing shares that are inconsistent with your articles creates a compliance problem.
Missing the 15-day filing deadline
After passing a special resolution to amend your articles, you have 15 days to file the change with the Companies Registry. This deadline is easy to overlook, especially if the amendment was passed at a general meeting and nobody flagged the filing requirement to the company secretary.
Get Everything You Need When You Register with Statrys
When you incorporate a Hong Kong company through Statrys, Articles of Association preparation is included in the incorporation package.
The package covers everything required to get your company up and running:
✅ Preparation and filing of all incorporation documents (including your Articles of Association)
✅ A Hong Kong-registered address with mail scanning
✅ Ongoing company secretary services to keep you compliant after incorporation
✅ Online access to your company documents
The entire process is handled online. You choose your company name, complete the sign-up form, and the Statrys team takes care of the filings.
You can also get support with opening a multi-currency business account and access pay-per-use accounting services on the same platform.
Statrys has helped register over 1,600 companies.
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FAQs
What are the Articles of Association?
The Articles of Association are a legal document that sets out the rules for a company’s internal management in Hong Kong. They define how the company is run and how decisions are made, including matters such as the transfer of shares, the issue of shares, shareholder rights, voting rights, how board meetings and Annual General Meetings (AGM) are held, and more.
Are Articles of Association required for company registration in Hong Kong?
Yes. Under the Companies Ordinance (Cap. 622), every company must submit Articles of Association to the Companies Registry as part of the incorporation process.
Do I need to draft my own Articles of Association?
Not necessarily. Companies may adopt the official model articles provided by the Companies Registry or submit customised articles, depending on their structure and governance arrangements. Both options are accepted, provided the articles comply with Hong Kong requirements.
What happens if my company does not register any Articles of Association?
If you incorporate a private company limited by shares without registering your own articles, Sample B of the model articles applies automatically. These default rules cover director powers, share transfers, general meetings, and other governance matters. You can later adopt custom articles or modify the model articles by passing a special resolution.
How much does it cost to prepare Articles of Association in Hong Kong?
If you use the government’s model articles as-is, there is no separate cost. The articles are part of the standard incorporation filing. If you need custom articles drafted, costs vary depending on the complexity and whether you engage a lawyer. Many incorporation providers, including Statrys, include articles of association preparation in their incorporation package.
What is the difference between Articles of Association (AoA) and a Memorandum of Association (MoA) in Hong Kong?
Prior to 3 March 2014, Hong Kong companies had both a Memorandum of Association and Articles of Association as separate constitutional documents. The Memorandum contained the company’s objects clause and key restrictions. The Companies Ordinance (Cap. 622) abolished the Memorandum entirely. All companies incorporated after 3 March 2014 only need Articles of Association. For companies incorporated before that date, all provisions that were in the Memorandum were automatically incorporated into their Articles of Association.
I incorporated my company before March 2014. Do I need to update my Articles of Association?
Not necessarily, but it’s worth reviewing them. When the New Companies Ordinance (Cap. 622) commenced on 3 March 2014, the Memorandum of Association was abolished and its provisions were automatically deemed part of your Articles. Your pre-2014 articles (including any Table A provisions you adopted) remain valid. However, they may include outdated clauses, such as restrictions from Table A that you may no longer want, or missing provisions for virtual meetings (added by the Companies (Amendment) Ordinance 2023). If you’re planning to bring in investors, issue new share classes, or make any governance changes, it’s a good opportunity to review and modernise your articles. Amendment is done via special resolution and an NAA3 form if changing provisions that were originally in the Memorandum.
Disclaimer
This article is for informational purposes only and does not constitute legal, tax, or financial advice. Consult a qualified professional for advice specific to your situation.
