Chapter 2: Articles of Association
Article A: Contents of Articles and their Alteration
15. Every company shall have articles of association as provided in this Article.
Articles of association of a company
16. The articles of association of a company as registered shall be effective from the date of its incorporation.
Validity of articles of association
17. (a) The articles of association shall be considered as a contract between the company and its shareholders, and between its shareholders themselves.
Articles of association as a contract
(b) Alteration of the articles of association shall be effected in the ways provided in this Law.
18. The articles of association of a company shall contain the following details:
Details that must be included in the articles of association
(1) the name of the company;
(2) the objects of the company;
(3) details regarding the registered share capital, as provided in sections 33 and 34;
(4) details regarding the limitation of liability, as provided in section 35.
19. A company may include in its articles of association matters relating to the company or to its shareholders, including the following:
Details that may be included in the articles of association
(1) the rights and duties of the shareholders and of the company;
(2) provisions regarding ways of managing the company;
(3) any other matter that the shareholders have seen fit to settle in the articles of association.
20. (a) A company may alter its articles of association by a resolution passed by an ordinary majority at the general meeting of the company, unless the articles of association provide that a different majority is required, or if a resolution is passed in accordance with section 22.
Amendment of articles of association
(b) Where there is a provision in this Law which may be contracted out of, or where there is a provision in the articles of association stating that a particular majority is required for the alteration of some or all of the provisions thereof, the company shall only be allowed to alter such provision by resolution passed at the general meeting with the same particular majority or proposed majority, whichever is the greater.
(c) Where the shares of the company are divided into classes, no alteration shall be made to the articles of association that will affect the rights of any class of shares without the approval of a meeting of such class, unless otherwise provided in the articles of association; the provisions of subsections (a) and (b) shall apply mutatis mutandis to the passing of decisions in the meeting of the class.
(d) Notwithstanding the provisions of this section, an alteration of the articles of association requiring a shareholder to purchase further shares or to increase the scope of his liability shall not bind the shareholder without his consent.
21. (a) The alteration of the articles of association, other than alterations under section 40, shall be valid from the date of passing the resolution in respect thereof by the company, or on such later date as may be fixed by the company by resolution.
Validity of alteration and reporting
(b) A company that has passed a resolution to alter its articles of association shall deliver the wording of the resolution to the Registrar, within fourteen days of the date of the resolution.
22. (a) A company may by contract limit its power to amend the articles of association, or provisions of it if a resolution to that effect is passed by the general meeting, by the majority required for the alteration of the articles of association.
Limitation on altering the articles of association
(b) A resolution passed as aforesaid in subsection (a) shall be treated as a resolution to alter the articles of association and the provisions of this Article shall apply thereto.
23. (a) The articles of association shall be signed by the first shareholders and the shares allotted to them shall be noted therein, as shall be the name, address and identity number of each such shareholder.
Signature of articles of association
(b) An advocate shall verify the identity of the signatories to the articles of association by his signature on the articles of association.
24. A company incorporated prior to the commencement of this Law may:
Transitional provisions regarding memorandum and articles of association
(1) alter the provisions laid down in its memorandum in the manner and subject to the conditions provided therefor in the Companies Ordinance as it stood immediately prior to the commencement of this Law, subject to the provisions of paragraph (5);
(2) alter its memorandum or rescind it in the manner prescribed in section 350(a), (i), (j), (k) and (l);
(3) alter the provisions laid down in its articles of association in a resolution passed at a general meeting by a majority of seventy-five percent of those present, or by such other majority as may be prescribed in the memorandum of the company or in its articles of association;
(4) lay down in its articles of association, subject to the provisions of section 20(b), a provision regarding the majority required to alter the provisions of the articles of association, in a resolution made by a majority of seventy five percent of those present at the general meeting, and by a larger majority if such is laid down in the memorandum of the company or in its articles of association; where such a new provision is laid down, the provisions of section 20(b) shall apply to its alteration;
(5) prescribe in its memorandum, by resolution passed at the general meeting by a majority of seventy five percent of those present, a provision relating to the alteration of the majority required to alter provisions in the memorandum that the general meeting is authorized to alter; the provisions of section 20(b) shall apply in this regard, mutatis mutandis.