Articles of Association of Hong Kong Company

In the fast-paced startup ecosystem of Hong Kong, clarity in governance is your greatest asset. While the NNC1 incorporation form registers your company, the Articles of Association (AoA) define how it actually functions. Think of it as the internal constitution that binds the company, its directors, and its shareholders.

Articles of Association in Hong Kong

Every company needs an Articles of Association. It is a legal document that the Hong Kong government requires you to have while incorporating a HK business. 

What is an article of association of a Hong Kong company?

The Articles of Association is a document that specifies the guidelines to be followed during the operation of the Hong Kong business. The objectives of the company are defined in the document. Generally, the procedures to conduct specific tasks, projects, appointing directors, and handling financial reports are written in the article of association. 

It can be a complete user manual of the company that the chief executives can use to outline solutions and methods to accomplish daily operations. It can also define the objectives of the daily projects. Depending on the company in Hong Kong, the terms and content may vary slightly based on the jurisdiction. Usually, the Articles of Association should include the provisions on the business name, the share capital, its purpose, and the shareholder meetings. 

What mandatory clauses need to be included in articles of association?

There are mandatory articles of Hong Kong clauses that are to be included in the articles of association Hong Kong. Here is a list of some of them:

• Name of the company (Sec 81).
• In an unlimited companys’ articles, it should state that the liability of the members is unlimited. (Sec 83(2)).
• In a limited companys‘ articles, it should be stated that the members’ liability is limited. (Sec 83(1)).
• In a business limited by shares, the articles of a Hong Kong company must state that the members’ liability is limited to the unpaid amount of shares that are held by its members, if any. (Sec 84(1)).
• If the business is wound up while a person is a member or is within one year after an individual ceases to be a member in a company limited by guarantee, the article must state that the member will give the business’s asset a required amount (not exceeding the specified amount). (Sec 84(2)).
• A business to be incorporated with a license granted under SEC 103 of the new company ordinance, or any business with the license is required to state the objectives while the license remains in force (Sec 82(1)). For other businesses, it is not compulsory to state the objectives in the articles, but they may choose to do so (Sec 82(2)).
• A business with a share capital must state in the articles of association Hong Kong its initial shareholdings and capital. (Sec 85(1) & Sec 8 part 5 / Schedule 2). These articles also typically outline the procedures for the transfer of shares.

Mandatory Clauses in 2026

Under the current Companies Ordinance, every AoA must include these core “mandatory” sections to be legally valid:

1. Company Name: Must match the approved name at the Companies Registry.
2. Liability Clause: Clearly stating that members’ liability is limited (for a company limited by shares).
3. Share Capital & Initial Holdings: Details of the shares issued at incorporation and the identity of the initial subscribers.
4. Registered Office: Stating that the office is situated in Hong Kong.
5. Company Objects (Optional but Recommended): While companies now have the capacity of a natural person, many choose to state their objects (purpose) to define business boundaries.

2026 Update – Paperless Communication: Since 2025, Hong Kong has shifted towards a “Paperless Corporate Communication” regime. It is now highly recommended (and standard practice) to include a clause in your AoA that explicitly permits the company to communicate with shareholders via electronic means or website publication to reduce administrative costs.

Sample of Articles of Association For Private Limited By Shares 

It is essential to mention the mandatory details in the articles of association, but in a proper format that can be easily readable and understandable. Here is a sample of the articles of association Hong Kong for private limited by shares.

Updating Articles of Association in Hong Kong 

As your business grows—perhaps you are taking on new investors or changing your board structure—your original AoA may become outdated.

The Process of Alteration:

1. Special Resolution: To change the Articles, the company must pass a Special Resolution (requiring at least 75% approval from shareholders).
2. Statutory Filing: Within 15 days of the change, you must notify the Companies Registry.
3. Required Forms:
   • Form NAA1: Used for general alterations to the clauses.
   • Form NAA2: Specifically used if you are changing the company’s “Objects” (business purposes).
   • Form NAA3: Used by existing companies (incorporated under the old ordinance) to update specific provisions.

Penalties for Non-Compliance: Failing to file these changes within the 15-day window is a criminal offense.

Why Use Startupr for Your AoA?

Crafting a “bulletproof” AoA is essential for avoiding future disputes between founders and investors.

• Model Articles vs. Custom: We help you decide whether to adopt the standard “Model Articles” provided by the government or create a tailored version for complex share structures.
• Compliance Experts: We ensure all filings (NAA1, NAA2) are submitted correctly and on time to avoid fines.
• Certified Copies: We provide CPA-certified copies of your updated Articles, which are required for bank account openings or major contracts.

Need Any Help Preparing Articles of Association for Your Hong Kong Company?

The articles of incorporation are an integral part of incorporating a company in Hong Kong. Articles of association are made by observing the important issues of the business management and rules & regulations set in the Companies Ordinance. It is common for businesses to alter their articles after a few years of operations to change a few matters and objectives. Hong Kong is known for giving businesses a good environment. They work on making the process of business incorporation easier for owners. Startupr is a platform that can assist you and make this process even smoother for you. We offer business incorporation services, provide a company secretary, accounting services, and also help to prepare articles of association for Hong Kong companies.

Last update: March 2026