What Are the Hong Kong Articles of Association?

Nestor Garcia explains the importance of the Articles of Association for a Hong Kong company, detailing its role as the company's rulebook and how to obtain it during incorporation.

If you are setting up or running a company in Hong Kong, there is one document you will hear about very early on but rarely see explained clearly: the Articles of Association. Many founders treat it as paperwork to sign and forget, only to realise later that it directly affects decision-making, share structure, and how the company is managed internally.

In this video, Nestor Garcia, Head of Company Creation at Statrys, explains what the Hong Kong Articles of Association actually are, why they are legally required, and how they work in practice. He breaks down their role as the company’s internal rulebook and clarifies what information they contain, how flexible they are, and when they should be reviewed or updated as the business evolves.

Key Takeaways

The Articles of Association act as the company’s internal constitution and operating rulebook
Every Hong Kong company is legally required to have Articles of Association under the Companies Ordinance
The document defines the company name, purpose, structure, and internal governance rules
It sets out roles and responsibilities for shareholders, directors, and the company secretary
Share capital details are included, such as share classes, ownership, and issuance rules
Procedures for board resolutions and general meetings are clearly defined
Articles can be customised within legal limits and must be approved by the Companies Registry
The Memorandum of Association is no longer required for Hong Kong companies
Articles should be reviewed and updated as the business grows or changes