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

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. 

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. For example, 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 (BOD), 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.”

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.

The Four Model Articles of Association

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.

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 (cr.gov.hk). 

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. Custom articles usually require a lawyer, and the cost depends on the complexity of your company’s structure.

If you don’t submit your own Articles of Association when incorporating a company in Hong Kong, the relevant model articles prescribed under the Companies (Model Articles) Notice (Cap. 622H) will apply by default as part of the company’s articles. 

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, which is 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. If you're in any doubt about whether your company qualifies as public, speak with a lawyer before incorporating.

You're setting up a non-profit or guarantee company

Sample D. This is the only sample without a share capital structure. It's designed for organisations owned by guarantee members rather than shareholders — think professional associations, clubs, or charitable entities.

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. Beyond these essentials, you can add extra provisions to fit how you want your company to operate.

Mandatory provisions

Common provisions

• 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 (the use of 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 will ask you to choose your Articles of Association directly within the application.

Here’s what you’ll see in the online portal:

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.

Alternatively, Iif your company has specific arrangements, you can choose to use customised Articles instead, as long as they include all required clauses.

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:

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.

The certified copy must be signed by a Hong Kong licensed solicitor, a practising Certified Public Accountant (CPA), or a Chartered Secretary.

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. 

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 incorporation 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.