Complete Guide to Hong Kong Articles of Association: Functions, Contents and Application Templates
The Articles of Association (AA) is an essential legal document when starting and operating a limited company in Hong Kong. As a foundational document, it provides the legal framework for company governance, operations and division of powers between shareholders and directors. This article will explore in depth the importance of Hong Kong Articles of Association, content requirements and how to properly prepare them to help entrepreneurs and business owners better understand this key document.
What are Articles of Association? Why are they important?
The Articles of Association is a legal document required by the Hong Kong Companies Ordinance that must be prepared before incorporation. It provides the legal basis for the company's daily management and operations. Before the new Companies Ordinance took effect on March 4, 2014, it was known in English as the Memorandum and Articles of Association (M&A). With the implementation of the new Companies Ordinance, the English name was simplified to Articles of Association (AA).
Six Key Functions of Articles of Association
The Articles of Association is not only a required document for company registration, but also plays a decisive role in several important aspects of company operations:
1. Foundation for Opening Company Bank Accounts
When opening a company bank account, banks require review of the Articles of Association to understand:
- Power distribution between directors and shareholders
- Quorum requirements for company meetings
- Approval procedures for authorized signatories
2. Basis for Signing Leases or Contracts
When a company signs leases or commercial contracts as a legal entity, the other party's legal counsel or real estate agent will first check the Articles of Association to confirm:
- Number of directors required for legally binding signatures
- Meeting quorum requirements for passing relevant resolutions
- Who has authority to sign binding agreements
3. Guiding Document for Asset Transactions
When limited companies buy or sell major assets (like property, vehicles or land), lawyers will review the articles in detail to:
- Confirm the company's authority to hold or dispose of specific assets
- Verify if transaction approval processes comply with internal regulations
- Ensure transaction procedures are legally valid
4. Standards for Share Transfer
When shareholders transfer shares, the Articles of Association typically specify:
- Conditions and procedures for share transfers
- Pre-emptive rights of other shareholders
- Methods and restrictions for issuing new shares
5. Required Documents for Audit and Tax Filing
For annual audits of limited companies, accountants need to review the latest Articles of Association to understand:
- Basic company structure and operating model
- Profit distribution rules and restrictions
- Financial management regulations
6. Procedural Guide for Director and Shareholder Changes
When companies need to change directors or transfer shareholders, they must follow procedures specified in the articles:
- Confirm quorum requirements for board and shareholder meetings
- Follow specified notice periods for meetings
- Ensure resolution validity according to voting mechanisms
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