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A Constitution Document is a company's core rulebook that sets out how the business will be run and governed in Hong Kong. It combines the key elements that were traditionally found in the Memorandum and Articles of Association, spelling out the company's basic structure, internal management rules, and shareholder rights.

Under Hong Kong's Companies Ordinance (Cap. 622), every local company must have a Constitution Document that outlines its objectives, share capital details, and decision-making processes. It acts as a binding contract between the company and its members, guiding everything from board meetings and share transfers to the appointment of directors and voting procedures.

You need a Constitution Document when starting a new company in Hong Kong or updating your existing company's governance structure. It's essential during company formation, when bringing in new shareholders, or making fundamental changes to how your business operates.

This document becomes particularly important during key business moments: raising capital from investors, expanding operations, changing director responsibilities, or resolving disputes between shareholders. Having a clear Constitution Document helps avoid confusion and legal complications, especially when dealing with Hong Kong regulators or navigating complex corporate transactions.

• The most common Constitution Document variation is the Model Articles format, which follows standard provisions from Hong Kong's Companies Ordinance
• Custom Articles versions add specific rules for share transfers, voting rights, and management structure beyond the basic Model Articles
• Hybrid formats blend Model Articles with industry-specific provisions, popular among tech startups and family businesses
• Simplified versions suit small private companies with basic governance needs
• Enhanced versions include detailed provisions for listed companies, joint ventures, or companies with complex shareholder arrangements

• Company Directors: Must follow and enforce the Constitution Document's rules in daily operations and major decisions
• Shareholders: Rely on it to understand their rights, voting powers, and procedures for meetings and resolutions
• Company Secretary: Ensures compliance with the document's requirements and maintains proper records
• Legal Counsel: Drafts and updates the Constitution Document to align with Hong Kong law and company needs
• Regulatory Bodies: Reference it when reviewing corporate compliance and governance structures

• Company Details: Gather basic information including registered name, business scope, and share capital structure
• Governance Rules: Define director appointment processes, voting thresholds, and meeting procedures
• Shareholder Rights: Outline share transfer restrictions, dividend policies, and pre-emptive rights
• Key Decisions: List matters requiring special resolutions or director approval
• Review Process: Use our platform to generate a legally compliant draft, then review with stakeholders before finalizing

• Company Name and Details: Full registered name, business objectives, and registered office address
• Share Capital Structure: Classes of shares, rights attached, and transfer restrictions
• Directors' Powers: Appointment procedures, duties, meeting rules, and decision-making authority
• Shareholder Rights: Voting procedures, general meeting requirements, and dividend policies
• Administrative Provisions: Company seal usage, record-keeping requirements, and winding-up procedures
• Model Articles Application: Clear statement on adoption or modification of Model Articles under Companies Ordinance

A Constitution Document is often confused with a Corporate Governance Document, but they serve distinct purposes in Hong Kong's legal framework. While both deal with company management, their scope and application differ significantly.

• Legal Status: A Constitution Document is legally mandatory for all Hong Kong companies and forms the foundational rules of the company's existence. A Corporate Governance Document is supplementary and provides detailed operational guidelines.
• Scope of Coverage: The Constitution focuses on fundamental structure, share rights, and basic management rules. Corporate Governance Documents detail specific policies, procedures, and best practices.
• Modification Process: Changes to a Constitution require shareholder approval and Companies Registry filing. Corporate Governance policies can be updated through board resolutions.
• Enforcement: Constitution violations can void corporate actions and trigger regulatory penalties. Governance breaches typically lead to internal disciplinary measures.