What is embodied in the articles of association of Hong Kong companies?

The articles of association of Hong Kong companies mainly stipulate the internal rules of the company's operation and management, and adjust the rights of relevant members, the rights and obligations of directors, dividend distribution and profit capitalization. The classification of company shares into different types is also stipulated in the company's articles of association.

The Companies Ordinance does not require a joint stock limited company to register its articles of association. It is worth noting that if a company fails to register its articles of association, it will be presumed that the model articles of association in Table A of Annex I to the Companies Ordinance are applicable to the company. In order to keep the flexibility in choosing the terms of this template, companies usually register their articles of association. If the articles of association do not explicitly exclude or modify the rules in this template, these rules shall apply. If the company does not adopt this template, it shall be stipulated in Article 1 of its Articles of Association.

The second part of Table A of Annex I to the Companies Ordinance of Hong Kong, namely the model articles of association of a private company limited by shares, stipulates that the model articles of association of a public company limited by shares are applicable to private companies limited by shares, except Article 24 (transfer of shares); In addition, the articles of association of a private joint stock limited company shall include the provisions of Article 29 1 of the Hong Kong Companies Ordinance.