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
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
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
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
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.
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