Removal of Memorandum of Association
Under the existing Companies Ordinance, a company incorporated in Hong Kong is required to file a Memorandum of Association (“MA”) and Articles of Association (“AA”) at the time of incorporation. It is an essential legal document that sets out the constitution, structure and regulations of a local company.
With the removal of the concepts of authorized share capital in the new Companies Ordinance, the importance of the Memorandum of Association has decreased simultaneously. The new Companies Ordinance therefore remove the requirement to have a Memorandum of Association.
Under the new Companies Ordinance, a company incorporated in Hong Kong is only required to have a single constitutional document, the Articles of Association. The information which was required to be contained in the MA under the Companies Ordinance (Cap. 32) will be set out in the AA. The Memorandum of Association of existing companies are not required to take any action as the MA will be deemed to be regarded as provisions of the company’s AA.