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Learn About Incorporating > Constitution of a Limited Company

Companies Ordinance

Companies incorporated or registered in Hong Kong are governed by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Articles of Association

The articles are the primary legal document of a company. They contains the name of the company, initial members and object clause (if any). Articles are a set of internal regulations that governs the day to day operations of the company. Articles have to be filed to Companies Registry at the time of incorporation or if there is any changes thereafter. At least one subscriber (shareholder) is required in the articles and each of the subscribers must subscribe to at least one share in the company.

# From 13 February 2004, it permits only one subscriber in the memorandum, i.e. a private company can have only one shareholder. A private company can also have only one director.

Share Capital

Shares must be expressed in a fixed amount. Bearer shares are not permitted. While it is usual for the share capital to be expressed in Hong Kong dollars, it can be expressed in any currency. A multiple currency share capital is also permissable.

Directors Meetings

A directors meeting can be held regularly or when in need.

Annual Meetings

An annual general meeting (AGM) must be held once in every calendar year and not more than 15 months after the last preceding AGM. However, a company need not hold its first AGM until 18 months of its incorporation. A company can dispense with the holding of AGM if everything that is required or intended to be done at the meeting is done by resolutions.

Public Filings

The names and personal particulars of the directors and secretary, register of charges, share capital, registered office address, etc, must be filed with the Companies Registry for public inspection upon incorporation and if there is any changes thereafter. A private company does not need to file its accounts for public inspection, but proper books of accounts are to be kept and audited.

Accounts & Auditors

Every company is required to appoint an auditor each year at its AGM. An auditor must be qualified by virtue of the Hong Kong Professional Accountants Ordinance and completely independent of the company. In case of private company, its audited accounts must be laid before its AGM not more than nine months from its financial year end.