Pursuant to the new Companies Ordinance (Cap. 622), Memorandum of Association is no longer consider as a constitutional document of a local company. Only Articles of Association (“AA”) is required for a company incorporated in Hong Kong under the new Ordinance.

This article provides brief information about altering Articles of Association.

1.       Content of Articles of Association

The followings are the Mandatory Articles (i.e. mandatory clauses):

(a)	Company name;
(b)	Members’ liabilities;
(c)	Contribution of members (for limited by guarantee companies);
(d)	Capital and initial shareholdings (for companies with share capital).

For an association to be incorporated with a licence to dispends with “Limited” etc. (Sec. 103) or a limited company granted with such a license, its AA must state the company’s objects whilst the licence remains in force. For companies that do not have such licence, objects is a voluntary clauses on the AA.

2.       Procedures for alteration of Articles of Association

There are 4 types of statutory forms that are applicable for alteration:
(a)      Form NAA1 – Notice of Alteration of Company’s Articles;

(applicable for alternation other than Company’s Objects and certain articles by company that is incorporated under the former Companies Ordinance)

(b)      Form NAA2 – Notice of Alteration of Company’s Objects;

(applicable for company with objects only)

(c)      Form NAA3 – Notice of Alternation of Certain Articles by Existing Company;

(applicable for altering any provisions which were contained in the Company’s memorandum of association and could lawfully have been contained in the Company's articles instead)

(d)      Form NAA4 – Notice of Change of Company Status.

(for changing the company from private company to public company, vice versa)

If a company alter its Articles of Association by Special Resolution, it must deliver the signed Special Resolution, Statutory Form(s) and the Certified Copy of the Articles of Association prepared by an officer of the company to the Companies Registry with 15 days from the effective date. On the other hand, if the alteration is conducted by Court Order, it must submit the Statutory Form, an official copy of the order and a copy of the Articles as altered by Order within 15 days.

Penalty, at least level 3, will be imposed if the company failed to comply with the statutory requirement.

Kaizen could assist on alteration of Article of Association. Please do not hesitate to contact us for obtaining further information of our services.

Download： Hong Kong Company Maintenance and Compliance Guide (4) Alteration of Articles of Association [PDF]