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What requirements are there for memorandum and articles of association of setting up a private limited company in Hong Kong?

Q&A

First and foremost, both the memorandum and articles of association must be signed by each and every founding member of the company. The memorandum of a limited company, be it limited by shares or by guarantee upon bankruptcy, must state that all shareholders of the company would only be liable up to the limit they are to contribute. Generally, the memorandum does not need to state the objectives of the company, unless in special cases, such as, the limited company is purported for charitable activities.

For articles of association, it must be noted that the articles are the legal bases of the limited company to be set up. Thus, if the company is to be set up with utmost expediency, it can adopt all or any of the regulations contained in Table A of the first schedule of the Companies Ordinances; or else the company can adopt a more personalized articles, which might avoid disputes within the company later, if any were to arise.



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