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Key Changes of Abolition of Memorandum of Association and Matters Relating to Company Articles

In: Business and Management

Submitted By claudifaa
Words 1385
Pages 6
The company articles are mandatory legal documents to register a company. Under the old Companies Ordinance, Cap.32, the company articles consisted two documents, namely the memorandum of association and the articles of association . The memorandum contained basic information of the company and stated business objectives of the company, while the articles of association set out the rules for internal management that governs company. Amendments and updates of the Companies Ordinance have been made frequently in order to modernize the law in enhancing corporate governance, and also to provide Hong Kong a distinctive business environment, benchmarking Hong Kong as a global business and financial hub . As a result, a new Companies Ordinance was enacted on March 2014 with a revised chapter number Cap 622, where the memorandum of association was abolished and no longer a mandatory legal document for company registration, leaving the articles of association as the single constitutional document for a company.
The memorandum of association is a public document enclosing the major provisions of a company’s constitution . It governs the relationship between the registered company and the outside , affecting how a company may enter into contracts with third parties, in which it serves as a legal document dealing with the external. The memorandum of association also contains basic information about the company, first the name of the company either in English, Chinese or both English and Chinese; second the company’s registered office address; third the declaration of limited liabilities if it is registered as a limited company; fourth the capital clause which states the amount of the share capital and how it is divided into the number of shares; fifth the association clause which is a declaration made by the founding members that they agree to form a company and state the…...

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