Can Shareholders Amend the Articles of Association of Hong Kong Companies? One Article Reveals the Truth

Do you know that shareholders in Hong Kong's articles of association can be amended? Unveiling the truth behind it.

In Hong Kong's business environment, corporate governance is an important topic. Among them, the articles of association, as one of the basic legal documents of a company, directly affect the way the company operates and the rights and obligations between shareholders. So, here's the question do you know that shareholders in Hong Kong's articles of association can be changed?

According to the provisions of the Hong Kong Companies Ordinance, the articles of association can be modified, but this process needs to follow certain procedures and must be approved by the majority of shareholders at the general meeting. For example, in 2025, a listed company in Hong Kong once attracted market attention for proposing to amend certain key clauses in its articles of association. The board of directors proposed to modify the articles of association with the aim of better protecting the interests of minority shareholders, including increasing dividend ratios and enhancing transparency. However, this proposal was strongly opposed by some major shareholders at the general meeting, as they believed these changes would weaken their control.

In such cases, how to balance the interests of all parties becomes an important issue. In fact, modifying the articles of association is not easy; it involves complex legal procedures and technical details. First, any motion to amend the articles of association must be notified to all shareholders in advance and provide full information disclosure to ensure that each shareholder can understand the specific proposal and its possible impact. Second, amending the articles of association usually requires the approval of a special resolution, which means that at least 75% or more of the voting rights are needed for it to take effect. If the modification involves significant matters, such as changing the company's capital structure or introducing new categories of shareholders, additional approval from regulatory authorities is also required.

It should be noted that while modifying the articles of association can bring positive changes, there are risks involved. For example, improper modifications may exacerbate internal conflicts within the company and even lead to legal proceedings. In actual practice, company management often communicates and negotiates extensively before making modifications to reach consensus. For instance, in recent years, many Hong Kong companies have begun to adopt a dual-class share structure, allowing founders or core teams to retain more voting rights, thereby maintaining the long-term strategic direction of the company without being affected by short-term capital fluctuations. Although such arrangements help stabilize operations, they are also prone to raise questions about fairness from outside observers.

From a broader perspective, Hong Kong, as an international financial center, has also drawn high attention from global investors regarding its corporate governance model. To enhance market attractiveness, the region has been committed to improving relevant laws and regulations and encouraging enterprises to adopt more modern and flexible management mechanisms. For example, the revised Companies Ordinance in 2025 further relaxed restrictions on private companies, allowing them to adopt electronic record-keeping systems, streamline administrative processes, and thus reduce operating costs. At the same time, the ordinance also strengthened the sense of responsibility among directors, requiring them to fully consider the demands of stakeholders during the decision-making process.

In conclusion, the modifiability of Hong Kong's articles of association reflects the openness and inclusiveness of the local legal environment. For businesses hoping to establish or expand operations in Hong Kong, understanding and properly utilizing this rule is crucial. Of course, when implementing it, caution is still required to ensure that all changes meet the development needs of the enterprise while winning trust and support from society. After all, good corporate governance is not only a key factor for corporate success but also an important cornerstone for maintaining social stability and harmony.