Does the Hong Kong Company Charter Have Original and Copy Versions? Let's Explore!

Is There an Original and Copy Version of the Hong Kong Company Articles of Association? Let’s Uncover the Mystery!

With the increasing frequency of business operations, more and more companies are choosing to register in Hong Kong-not only due to its low tax policies and well-developed financial system, but also because of its mature and transparent legal framework. However, for many entrepreneurs new to the Hong Kong company registration process, a seemingly simple yet confusing question often arises does the Hong Kong Company Articles of Association have an original and copy version? This question touches upon multiple aspects including company formation, operations, and legal compliance. This article will explore this topic from a practical perspective, incorporating recent developments to help clarify the matter.

1. What is the Hong Kong Company Articles of Association?

First, we need to understand what the Articles of Association AoA are. According to the Hong Kong Companies Ordinance, the Articles of Association is one of the essential legal documents that must be submitted during company formation. It outlines the internal governance structure of the company, shareholder rights and obligations, and board powers, serving as the foundational document for corporate governance.

In Hong Kong, the Articles of Association traditionally consisted of two parts the Articles of Association and the Memorandum of Association. However, following the 2014 revision of the Companies Ordinance, the concept of the Memorandum of Association was abolished and replaced by a Statement of Compliance. Therefore, the term Articles of Association now more commonly refers specifically to the organizational articles.

2. Is There a Distinction Between Original and Copy Versions?

Returning to our original question does the Hong Kong Company Articles of Association have an original and copy version? The answer is straightforward under Hong Kong’s legal framework, there is no strict distinction between original and copy versions. This differs from some administrative practices on the mainland.

In Hong Kong, any document filed with the Companies Registry and bearing the official seal holds equal legal validity, whether it is the original or a copy. This is confirmed by the official statements from the Companies Registry. According to the Registry’s website, all submitted documents are scanned and archived electronically. Companies can apply online for printed or electronic copies of the Articles of Association, and these officially issued copies are legally valid.

As a common law jurisdiction, Hong Kong places greater emphasis on contract freedom and evidential value rather than formal distinctions between original and copy documents. As long as a document can be proven to be authentic and unaltered, it can be used for legal or commercial purposes-whether it is the original or a certified copy bearing the company seal.

3. Practical Considerations

Although the law does not distinguish between originals and copies, in practice, some businesses and institutions may still request certified copies or documents bearing official seals to verify authenticity and validity. For example

Bank account opening often requires a copy of the Articles of Association with the company seal.

Contract signing with other parties may involve a request to review the Articles to confirm authority and authorization.

Overseas operations may require notarization or authentication of the Articles, such as an Apostille certification, depending on the jurisdiction involved.

Although legally equivalent, it is advisable for companies to keep at least one original document and maintain properly sealed copies for daily business needs.

4. Recent Developments

In 2025, as the integration of the Guangdong-Hong Kong-Macao Greater Bay Area accelerates, more mainland enterprises are setting up Hong Kong subsidiaries to expand into international markets. According to data released by Invest Hong Kong, the number of newly registered companies increased by more than 15% year-on-year in the first half of 2025, with over 60% of investments coming from mainland China.

Against this backdrop, issues regarding the standardization of company registration documents have drawn increased attention. For example, in July 2025, a well-known accounting firm experienced delays in opening a bank account for a client due to failure to provide a compliant copy of the Articles of Association, sparking discussions within the industry about the need for standardized procedures.

In September 2025, the Companies Registry upgraded its online service system, further enhancing the search and download functionality for company documents. Users can now directly access PDF versions of the Articles with anti-counterfeiting watermarks, significantly improving both convenience and security.

5. Conclusion

In conclusion, the Hong Kong Company Articles of Association do not carry the traditional concept of original and copy versions. Any document that is obtained through legitimate channels and is authentic and valid-whether original or copy-can serve as a legal basis for corporate operations and legal matters.

Companies should pay attention to the management and use of their Articles of Association, especially in key areas such as cross-border cooperation and bank account opening, ensuring that the format and content meet the requirements of relevant parties. In today’s globalized and digitalized world, understanding and mastering these fundamental yet critical pieces of knowledge will help companies operate steadily in Hong Kong and confidently face various challenges.