Hong Kong Company Maintenance and Compliance Guide (4) - Changes to Memorandum or Articles of Association

1. Content of the Memorandum and Articles of Association

This must contain -

(a) The name of the company.

(b) The Memorandum must also include a declaration as to liability,

(c) Perhaps the most important aspect of the Memorandum is what is generally referred to as the Objects Clause.

(d) A Capital Clause:

(e) The Association Clause

2. Content of the Articles of Association

These are the rules for the internal management of the company. There are standard form articles in Table A of the Hong Kong Companies Ordinance as amended and these can be used and altered as the need arises.

3. Procedures for amendment of Memorandum and Articles of Association

Most of the provisions of a company's memorandum and articles of association can be changed by special resolution.

There are exceptions to this general rule. Where a company has issued different classes of shares, the special rights of any one class may, subject to the articles of association, be changed only with the approval of 75% of the holders of shares of that class. Where the special rights exist by virtue of the memorandum of association and there is no provision for alteration, all such shareholders must agree before the rights can be changed. Also, a member must agree in writing to an alteration to the memorandum or articles of association which requires that member to take or subscribe for more shares or increase his liability to contribute to the share capital of the company or otherwise pay money to the company.

A signed copy of every special resolution and every resolution varying a provision in the memorandum or articles of association must be filed with the Registrar and annexed to every copy of the memorandum and articles of association of the company issued subsequently to any such change. When the memorandum or articles of association is amended a printed copy of the memorandum or articles as amended must be filed with the Registrar.