New Articles of Association under the New Hong Kong Companies Ordinance

1. Introduction

The Hong Kong Companies Ordinance (Chapter 622 of Hong Kong laws, hereafter “the new CO? is set to commence operation 3 March 2014. The new CO will replace the current Hong Kong Companies Ordinance (Cap. 32) (“Cap 32?. The new CO aims to enhance corporate governance, ensure better regulations, facilitate business and modernize the law.

2. New Articles of Association

The New Ordinance will bring about significant changes to the Articles of Association (“Articles? of a Hong Kong company. In accordance with the New Ordinance, new companies are not required to file Memorandum of Association at the time of incorporation.

The New Companies Ordinance provides for new sets of Model Articles for adoption in whole or in part by companies incorporated after 3 March 2014.

These Model Articles differ significantly in form from Table A and Table C of the Existing Companies Ordinance on which the current Articles of most companies in Hong Kong are based.

We have updated our standard Articles for newly incorporated companies to take into account the new mandatory requirements as well as incorporating provisions which in our view will enhance corporate governance by the company. When the New Ordinance takes effect on 3 March 2014, all new companies registered by KAIZZEN will be incorporated with the new standard Articles of Association.

(1) Sample Articles of Association Prepared by the Companies Registry

(2) Sample Articles of Association Prepared by Kaizen

3. Updating Your Articles of Assocaition

There is strictly no immediate requirement to update your Memorandum of Association (“Memorandum? and Articles as there are deeming provisions in the New Companies Ordinance which essentially means companies may continue to use their existing Memorandum and Articles, to the extent not automatically modified by the New Companies Ordinance. The New Companies Ordinance will abolish the requirement of Memorandum of Association and relevant information in the Memorandum of an existing company will be deemed incorporated in its Articles as from 3 March 2014.

There will however be obvious benefits in updating your Memorandum and Articles to bring them in line with the new requirements.