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What is an Articles of Association?

By FastLane Team, August 19, 2020 (5 mins)

Articles of Associations are integral to running a Hong Kong company that is compliant with local laws and regulations. However, while the document is often mentioned during the Hong Kong company incorporation process, it is common for business to not fully understand what it is and how they impact Hong Kong businesses. 

 

What You Will Learn:

1. What is an Articles of Association?

2. Why is it important?

3. When do you need it?

4. How to alter?

5. FastLane Can Help!

 

1. What is an Articles of Association?

Articles of Associations can be considered as the manual for a company that dictates how they run and operate. It is common for companies to have it, regardless of which country they were incorporated in, and what business operations they conduct. Hong Kong is no different. 

 

Typically, it will set out a company’s objectives, basic management and administrative structure of the company and set rules for how aspects related to internal affairs will be regulated.

2. Why is it Important?

As mentioned above, the Articles of Association sets out the rules, provisions, regulations, powers, duties, rights and responsibilities related to those responsible for the overall governance and management of the company. 

 

This is considered such a vital document that having it is required for both Hong Kong private and public companies that are limited either by shares or by guarantee.

 

3. When do you Need it?

Under Hong Kong’s New Companies Ordinance, it is required for Hong Kong companies to maintain it. As such, it is not possible to complete the Hong Kong company incorporation process without having it prepared prior. 

 

Therefore, as it is such an integral part of the Hong Kong company incorporation process, making sure that this document is adequately prepared beforehand will help ensure that a Hong Kong company incorporation process is not delayed.

4. How to Alter it?

It is common for a company to alter their Articles of Association for a variety of reasons. For example, a change of shareholders or even the changing of a company name will require the Articles of Association to be altered.

 

In accordance with Section 88(3) of the Hong Kong Companies Ordinance, a company can only alter their Articles of Association by passing a special resolution. Upon doing so, the following documents must be submitted to the Hong Kong Companies Registry:

  • A copy of the special resolution for alteration of the Articles of Association
  • A notice of alteration in the following specified forms (NAA1, NAA2, NAA3 or NAA4)
  • A certified copy of the Articles of Association (as altered); and
  • Other relevant documents required to be delivered to support the above forms

FastLane Can Help!

For all Hong Kong companies, ensuring that their Articles of Association is managed appropriately and in accordance with local rules and regulations is vital. Failure to do so can result in penalties, fines and even a possible rejection if you are undergoing the company incorporation process.

 

As managing these aspects of a company and navigating Hong Kong’s local rules can be incredibly time consuming, it is best to engage a licensed Hong Kong company secretary such as FastLane. Having successfully helped incorporate over 500 companies in Hong Kong, FastLane has a thorough understanding of what is required for the company incorporation process – we can also help you draft your Articles of Association!

 

 



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