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New Model Articles of Association are required when incorporating a company in Hong Kong or when significantly updating an existing company's constitutional documents. This document serves as the company's internal rulebook, complying with the Hong Kong Companies Ordinance (Cap. 622) while establishing the framework for corporate governance, shareholder rights, and management procedures. It contains crucial provisions regarding share transfers, director appointments, general meetings, and other operational matters. The Articles become legally binding upon company registration with the Hong Kong Companies Registry and can only be amended through a special re����ֱ�� of shareholders. This document is essential for both private and public companies, though specific provisions may vary based on the company type and business needs.

1. Preliminary: Introduces the company name, registered office, and interpretation of terms used in the articles

2. Private Company: Statement of private company status and restrictions on membership transfers

3. Share Capital and Rights: Details of share classes, rights attached to shares, and share capital structure

4. Share Certificates: Provisions regarding the issuance, replacement and format of share certificates

5. Lien on Shares: Company's rights over partly paid shares and enforcement of liens

6. Calls on Shares: Procedures for making calls on partly paid shares and consequences of non-payment

7. Transfer and Transmission of Shares: Rules and procedures for transferring shares and transmission upon death/bankruptcy

8. Forfeiture of Shares: Circumstances and procedures for share forfeiture

9. Alteration of Capital: Procedures for altering share capital, including consolidation and subdivision

10. General Meetings: Rules for convening and conducting general meetings

11. Voting at General Meetings: Voting procedures, proxies, and poll requirements

12. Directors and Board Meetings: Appointment, removal, powers, and proceedings of directors

13. Company Secretary: Appointment and duties of the company secretary

14. Dividends and Reserves: Declaration and payment of dividends, reserve accounts

15. Accounts and Audit: Requirements for financial records, accounts, and auditing

16. Notices: Methods and requirements for giving notices to members

17. Winding Up: Procedures for voluntary winding up and distribution of assets

18. Indemnity and Insurance: Provisions for indemnifying directors and officers