The new CO empowers the Financial Secretary to prescribe Model Articles for companies. These replace Tables A and C set out in the First Schedule to the old Ordinance and apply to companies incorporated after the commencement of the new CO.
The Companies (Model Articles) Notice (Cap. 622H) prescribes Model Articles for public companies limited by shares (Schedule 1), private companies limited by shares (Schedule 2) and companies limited by guarantee (Schedule 3). A company may adopt any or all of the provisions of the Model Articles appropriate to the type of company being formed and the appropriate Model Articles will apply in so far as the articles registered by the company upon incorporation do not exclude or modify them. If a company’s registered articles do not prescribe any regulations for the company, the Model Articles appropriate to that type of company will form part of the company’s articles (section 80).
The Model Articles will be in addition to the mandatory articles that a company is required to have (see answer to Q6 above).