HK Co. Essentials - Amendment (Change) of Articles of Association

Updated: Aug 19

For Hong Kong private limited company, instead of Memorandum and Articles of Association (“M&A”), we only issue the Articles of Association (“AA”) only; this is because the Memorandum mainly is to state the object clause of the company, where nowadays, a company in Hong Kong is free to engage any legitimate business, Companies Registry has abolished the Memorandum of Association during the launch of New Companies Ordinance in 2014.

When should I amend/alter/change the Articles of Association?

First of all, this is not mandatory to amend the M&A if your company was incorporated before the launch of the new Companies Ordinance; therefore, the main reason for you to consider amending it is to alter the content within, which in general includes below areas:

  • Class of shares and its related interests, rights, powers and restrictions;

  • Alternation, Reduction, Buy-backs, Allotments, Capitalization and Distributions of shares;

  • Appointment, Resignation, Retirement, Powe