Following our last client updates, we would like to draw your attention regarding the constitutional document of a company under the new Companies Ordinance (the "new CO").
Prior to the new CO came into effect on 3 March 2014, the constitutional documents of a company formed in Hong Kong were Memorandum of Association ("MA") and Articles of Association ("AA").
The new CO abolishes the requirement for an MA. Conditions (i.e. provisions) of the MA of an existing company (i.e. a company formed and registered under the predecessor Ordinance) will be deemed to be regarded as provisions of the company's AA. However, any condition stating the authorised capital of the company or dividing the share capital of the company into shares of a fixed par value is regarded as deleted.
A company's exercise of powers will be limited by its AA after the elimination of the MA.
We recommend your company to adopt a new Articles of Association or Vistra's standard Articles of Association in order to take the advantage of some of the new initiatives set out in the new CO and to ensure that the provisions of the company's AA comply with the provisions of the new CO. Besides, references to sections of the predecessor Ordinance appears in the company's AA can be updated and thus avoiding confusion.
For company which is a private company limited by share, you may consider adopting Vistra's standard Articles of Association.
We would be pleased to assist you. If our service is required, please complete and return the reply slip to us. The reply slip is available for download here.
We also offer other services listed in the reply slip which your company may also require in order to comply with the new CO. Kindly return the reply slip to us on or before 31 December 2014 to enjoy the early bird fee of USD500 on adopting Vistra's standard Articles of Association.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.