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Articles of Organization
I need Articles of Organization for a new limited liability company in Hong Kong, detailing the company's name, registered office address, purpose, management structure, and initial members' contributions, with flexibility for future amendments.
What is an Articles of Organization?
Articles of Organization form the foundational legal document that brings a limited liability company (LLC) into existence in Hong Kong. Think of it as your company's birth certificate - it officially establishes your business structure and contains essential details like your company name, registered address, and business scope.
Under Hong Kong's Companies Ordinance, you must file these Articles with the Companies Registry to formally incorporate. They outline key operating rules, member rights, and governance procedures that protect both owners and stakeholders. Most businesses work with a company secretary or legal professional to ensure their Articles meet all regulatory requirements while supporting their specific business needs.
When should you use an Articles of Organization?
You need Articles of Organization when starting a new limited liability company in Hong Kong. Filing this document is a mandatory first step in the incorporation process - without it, your company doesn't legally exist. Many entrepreneurs prepare their Articles while setting up their initial business bank account and applying for necessary licenses.
The timing matters because you can't conduct official business, enter contracts, or hire employees until your Articles are properly filed and approved by the Companies Registry. Filing early also protects your chosen company name and helps establish clear governance rules before bringing in investors or expanding operations.
What are the different types of Articles of Organization?
- Articles Of Association And Memorandum Of Association: Traditional dual-document format required for larger companies, providing comprehensive constitutional rules and external company powers
- Articles Of Organization For Limited Liability Company: Streamlined version specifically designed for LLCs, focusing on internal management and member rights
- Articles Of Association Of A Limited Liability Company: Modern single-document format that combines governance rules and operational guidelines, popular with startups and SMEs
Who should typically use an Articles of Organization?
- Company Founders: Initiate and sign the Articles of Organization when establishing their LLC, defining their ownership stakes and management roles
- Company Secretaries: Draft and file the Articles with the Companies Registry, ensuring compliance with Hong Kong's Companies Ordinance
- Legal Counsel: Review and customize Articles to protect business interests and meet regulatory requirements
- Directors and Shareholders: Bound by the Articles' governance rules and voting procedures in daily operations
- Company Registry Officials: Review and approve submitted Articles before granting incorporation status
How do you write an Articles of Organization?
- Basic Company Details: Gather proposed company name, registered address, business scope, and incorporation date
- Ownership Structure: Determine shareholder names, shareholding percentages, and types of shares to be issued
- Management Framework: Define director roles, voting rights, and decision-making procedures
- Capital Structure: Specify initial share capital, payment terms, and any share transfer restrictions
- Document Generation: Use our platform to create a customized Articles that meets Hong Kong legal requirements
- Final Review: Cross-check all details against Companies Registry guidelines before submission
What should be included in an Articles of Organization?
- Company Name: Full legal name with appropriate suffix (e.g., Limited, Ltd.)
- Registered Office: Complete Hong Kong business address for official communications
- Business Objectives: Clear statement of permitted business activities and scope
- Share Capital: Details of authorized share capital, share classes, and rights
- Director Provisions: Appointment procedures, powers, and meeting requirements
- Shareholder Rights: Voting procedures, dividend rights, and transfer restrictions
- Dissolution Rules: Procedures for winding up and asset distribution
- Company Secretary: Appointment requirements and responsibilities
What's the difference between an Articles of Organization and an Articles of Incorporation?
The key distinction lies between Articles of Organization and Articles of Incorporation. While both establish a business entity, they serve different company structures and jurisdictional requirements in Hong Kong.
- Legal Entity Type: Articles of Organization specifically create LLCs, while Articles of Incorporation form corporations
- Management Structure: LLC Articles focus on member-managed or manager-managed structures, whereas Incorporation Articles establish a board of directors and shareholder framework
- Flexibility: LLC Articles allow more customization in operational rules and profit distribution, while corporate Articles follow stricter statutory requirements
- Tax Implications: LLCs can choose their tax treatment, but corporations face mandatory corporate taxation under Hong Kong law
- Compliance Burden: Corporations require more extensive record-keeping and formal procedures than LLCs
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