Q:
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What is the company’s Articles of Association in Hong Kong?
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A:
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The Articles of Association need to be drafted according to the Hong Kong Companies Ordinance and related to various matters of company management in Hong Kong. It is one of the necessary documents for a Hong Kong company.
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Q:
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What mandatory articles must be included in the Articles of Association?
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A:
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The following mandatory articles must be included in the Articles of Association:
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1.
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the company name (section 81);
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2.
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the members’ liability:
1）
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for a limited company, the liability of its members is limited to any amount unpaid on shares held by the members (section 84(1));
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2）
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for an unlimited company, the liability of its members is unlimited (section 83(2));
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3）
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for a guarantee company, each person who is a member of the company undertakes that if the company is wound up while the person is a member, or within one year after ceasing to be a member, that the person will contribute an amount required, not exceeding a specified amount, to the company's assets (section 84(2));
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3.
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for a company with share capital, the capital and initial shareholdings (section 85(1) and section 8 of Part 5 of Schedule 2); and
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4.
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for a company with a licence granted under section 103, the company's objects whilst the licence remains in force (section 82(1)). For any other company, it is not mandatory to state its objects in its Articles of Association but it may do so (section 82(2)).
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Q:
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What is the language of the Articles of Association?
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A:
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It must be in English or Traditional Chinese under section 76.
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Q:
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Must I submit the Articles of Association to the Hong Kong Companies Registry?
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A:
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If you need to incorporate a Hong Kong company, a copy of the company’s Articles of Association must be submitted together with application documents to the Companies Registry for registration.
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Q:
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Where can I obtain the sample(s) of the Articles of Association?
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A:
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The Articles of Association of the Hong Kong companies do not have a mandatory format. However, the articles are required to be divided into paragraphs and these paragraphs are required to be numbered consecutively. The Companies Registry has provided some samples of the Articles of Association, you may visit Hong Kong Company - Articles of Association Samples for reference.
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Q:
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Can I alter the Articles of Association? What are the procedures?
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A:
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Subject to section 88(3) and any other provisions of the Hong Kong Companies Ordinance, a company may only alter its articles by special resolution.
The below documents are required to be submitted for registration:
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1.
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A copy of the special resolution for alteration of the Articles of Association;
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2.
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Forms NAA1, NAA2, or NAA3;
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3.
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A certified copy of the Articles of Association as altered (for Forms NAA1, NAA2 and NAA3); and
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4.
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Other relevant documents (if appropriate).
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SOALAN LAZIM
