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Articles of Association vs Memorandum of Association?

Memorandum of Association for company registration in Hong Kong

Every month there are customers switching from other company incorporation agents to Get Started HK.  There are too many good reasons why you should choose us. However, this is not the topic of today. Today we talk about Memorandum of Association. I have four “switch-over” customers this month and they all asked me the same question. Hence, I decide to make a summary.

These four customers have one thing in common. All their companies were registered before March 2014.  If you also setup a Hong Kong company before March 2014, you must remember that your company had a document called the Memorandum of Association. This was a requirement under the old company law, chapter 32.  Under the new company law, a Hong Kong company is only required to have an “Articles of Association”. The “Memorandum of Association” has been abolished.

Why did the Hong Kong Government abolish the Memorandum of Association?

In the past, Hong Kong company put the objects clause in the Memorandum. However, this is no longer important because the doctrine of ultra vires has been abolished. As most other information is listed in the Articles of Association and Incorporation forms, the Government decided that there is no need to retain the Memorandum under the new Companies Ordinance.

If my company was incorporated under the old Company law (Cap. 32), does it affect my company? 

Yes. The new law also applies to companies which were registered under the old company law (Cap. 32). As per section 98 of the new law, the Memorandum of Association will automatically be viewed as part of the Articles of Association. If the article of association contains reference to a provision of the old company law, and that provision has been repealed and re-enacted by the new company law, the reference will automatically be deemed to be a reference to the corresponding provision of the new law. Even though it is not mandatory to make additional filings, the Companies registry encourages companies to update the articles of association to avoid confusion.

What are the steps to alter the Articles of Association? 

You can contact our team and Get Started HK can help you with this process. You can leave all the complicated paperwork to us. If you prefer to do this yourself, your company must pass a special resolution as per section 88 of the Companies Ordinance.  Once the company passes the said resolution, the company shall submit the followings for registration.

  1. Copy of the said special resolution
  2. Certified copy of the Altered Articles of Association
  3. Original Form NAA1 – 4 (whichever is applicable)

What are the important things to include in the new Articles of Association?

In general, you must include the followings in your Articles of Association

  • Company full name
  • For limited liability company, it must include the clause which members’ liability is limited
  • For limited liability company, it should also list out the amount of share capital and initial shareholding structure.

If you use our incorporation service, we will provide you with a standard article of association.  You don’t have to worry about missing any important clauses.

For those of you who register a HK company under the old company law (Cap. 32), you can contact our  HK company formation specialist at info@getstarted.hk . Our incorporation team can do a body check for your Hong Kong company free of charge. Thank you for reading.