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Model Articles of Association are ready-made company rules provided by Hong Kong's Companies Registry that serve as a standard template for new businesses. They outline the basic internal management structure, including how directors are appointed, meetings are held, and decisions are made.

Companies can adopt these model articles as-is or modify them to suit their needs when incorporating. While many small and medium enterprises use them without changes, larger companies often customize their articles to include specific governance requirements or shareholder arrangements. The current version comes from the Companies Ordinance (Cap. 622).

Model Articles of Association work best when launching a straightforward Hong Kong company without complex shareholding structures or special governance needs. They're particularly valuable for small businesses, startups, and sole proprietors looking to incorporate quickly and cost-effectively.

Using these standard articles makes perfect sense if you need basic company rules that cover director appointments, shareholder meetings, and voting procedures. But consider customizing them if your business requires specific dividend policies, share transfer restrictions, or enhanced minority shareholder protections. Many tech startups and family businesses modify the model articles to include special rights or succession planning provisions.

• Basic Model Articles for private companies limited by shares - covers standard company operations and governance
• Modified Model Articles with enhanced shareholder protection - adds extra safeguards for minority investors
• Family business Model Articles - includes succession planning and family member rights
• Tech startup Model Articles - incorporates provisions for employee share options and future funding rounds
• Professional services Model Articles - adapts governance rules for partnerships and professional corporations

• Company Founders: Review and adopt Model Articles during incorporation, often working with advisors to customize them
• Company Directors: Must follow these rules for running board meetings, making decisions, and managing the company
• Company Secretary: Ensures compliance with the articles and maintains corporate records
• Shareholders: Bound by provisions regarding voting rights, share transfers, and meeting procedures
• Legal Advisors: Help modify standard articles to suit specific business needs and ensure Companies Registry compliance

• Business Structure: Decide your shareholding structure, director appointments, and voting procedures
• Company Details: Gather company name, registered address, and business scope for incorporation
• Governance Needs: List any special requirements for board meetings, share transfers, or dividend policies
• Stakeholder Input: Collect feedback from key shareholders and directors on proposed governance rules
• Customization Points: Identify which sections of the model articles need modification for your business
• Final Review: Check alignment with Companies Ordinance requirements and your business objectives

• Company Name and Type: Full registered name and company classification under Hong Kong law
• Share Capital Structure: Classes of shares, rights attached, and transfer restrictions
• Director Provisions: Appointment process, powers, duties, and meeting procedures
• Shareholder Meetings: Notice periods, voting rights, quorum requirements, and resolution types
• Corporate Actions: Rules for dividends, share issuance, and company seal usage
• Winding Up: Procedures for voluntary dissolution and asset distribution
• Amendment Process: Methods for changing articles through special resolution

Model Articles of Association are often confused with the Memorandum of Association, but they serve distinct purposes in Hong Kong company law. While both are founding documents, they function differently in establishing and operating a company.

• Purpose and Scope: Model Articles focus on internal governance rules and procedures, while the Memorandum defines the company's relationship with outside parties and its basic constitution
• Content Focus: Model Articles cover operational matters like board meetings and share transfers, whereas the Memorandum states the company's name, objectives, and liability structure
• Modification Process: Model Articles can be amended through special resolution, but changing the Memorandum often requires regulatory approval
• Legal Standing: Model Articles serve as internal bylaws, while the Memorandum acts as the company's charter in external dealings