What is a Memorandum of Association?

The Memorandum of Association is a legal document that is filed with the Companies Registry of Hong Kong during the incorporation process. It defines the company's relationship with the outside world and sets out its fundamental characteristics. While the Articles of Association govern the internal management of the company, the Memorandum is its external charter.

Under the new Hong Kong Companies Ordinance (Cap. 622), the Memorandum for companies incorporated after March 2014 is a much simpler document. It primarily states that the subscribers wish to form a company under the Ordinance and agree to become members of the company, taking at least one share each.

Key Clauses in a Memorandum of Association (Pre- and Post-2014)

It's crucial to understand the historical context. For companies incorporated under the old Ordinance (Cap. 32), the Memorandum contained several detailed clauses. The new Ordinance (Cap. 622) simplified it, moving many of those clauses into the Articles of Association.

For a company incorporated under Cap. 622, the Memorandum typically only contains:

1. Company Name: The official name of the company in English, Chinese, or both.
2. Subscriber Details: The names and addresses of the initial shareholders (subscribers) who are founding the company.
3. Shareholding: A statement that each subscriber agrees to take at least one share in the company.
4. Limited Liability: A statement that the liability of the members is limited (if applicable).
5. Subscriber Signatures: The document must be signed by each subscriber in the presence of a witness.

The following traditional clauses are now typically found in the Articles of Association under the new law:

· Registered Office Clause: Now a requirement under the Ordinance itself, the address is provided during incorporation and updated in the registry.
· Objects Clause: Modern companies under Cap. 622 have unlimited capacity and are not restricted by an objects clause in the Memorandum. Any restrictions on business activities can be placed in the Articles, but this is uncommon.
· Capital Clause (Authorized Share Capital): The concept of "authorized share capital" was abolished. The company's share capital structure is now detailed in the Articles of Association.
· Liability Clause: Confirming that the liability of members is limited.

Sample Memorandum of Association for a Hong Kong Company Limited by Shares

THE COMPANIES ORDINANCE (CHAPTER 622) MEMORANDUM OF ASSOCIATION OF [COMPANY NAME LIMITED] (香港)[公司名稱有限公司]

1. Company Name The name of the company is “[COMPANY NAME LIMITED]” in English and “(香港)[公司名稱有限公司]” in Chinese.

2. Subscribers We, the undersigned persons, wish to form a company under the Companies Ordinance (Chapter 622) and agree to become members of the company, each taking at least one share.

Name and Address of Subscriber Number of Shares taken by Subscriber Signature of Subscriber Signature of Witness (with name and address)
John Smith Flat 1001, 10/F, Tower 1, 123 Queen's Road Central, Hong Kong 1 _________________________ _________________________ Witness: Jane Doe Address: [Witness Address]
Zhang San Room 2002, 20/F, Lucky Plaza, 88 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong 1 _________________________ _________________________ Witness: Li Si Address: [Witness Address]

Dated this ______ day of ______, 20.