By-Law Amendment (Hong Kong)

A By-Law Amendment in Hong Kong sets out the internal rules that govern the company and the rights of its members.

The Building Management Ordinance (Cap. 344) provides the statutory framework for the incorporation, management, and governance of owners corporations in Hong Kong multi-unit buildings. An owners corporation is a body corporate established under Cap. 344 representing all owners of undivided shares in a building. Once incorporated, the owners corporation has the power to make and amend by-laws governing the use and management of the building, subject to the overriding provisions of the Deed of Mutual Covenant registered at the Land Registry and the requirements of Cap. 344.

The Deed of Mutual Covenant is the primary private law instrument governing the relationship between owners of undivided shares in a Hong Kong multi-unit building. Registered at the Land Registry under Cap. 128, the DMC is binding on all owners and their successors in title. Substantive amendments to the DMC — such as changes to the allocation of undivided shares, management fee contributions, or the rights of owners over common areas — typically require registration at the Land Registry to be binding on future purchasers who conduct a land search. Amendments to supplementary house rules made under the power conferred by the DMC may not require separate registration if the DMC already grants the owners corporation the power to make and amend house rules.

Common reasons for by-law amendments in Hong Kong buildings include changes to pet ownership policies; renovation and alteration rules for units; common area usage hours and restrictions; car park allocation procedures; short-term rental prohibitions (relevant to platforms such as Airbnb); and changes to management fee collection procedures. The Lands Tribunal has jurisdiction to hear disputes about owners corporation decisions, including challenges to by-law amendments passed improperly or unreasonably under Cap. 344.

Building management in Hong Kong also involves interaction with the Home Affairs Department, which oversees Cap. 344 administration, and with the Rating and Valuation Department regarding government rent and rates applicable to common areas.

The Home Affairs Department (HAD) maintains oversight of owners corporations under Cap. 344, providing advisory services and mediating disputes between owners corporations and management committees. The Lands Tribunal has jurisdiction over disputes concerning the validity of by-law amendments and the interpretation of Deed of Mutual Covenant provisions. Forms-legal.com provides this By-law Amendment document template for Hong Kong owners corporations, covering the Section 40 amendment process under Cap. 344, special resolution requirements, DMC registration procedures with the Land Registry, and notification to the Building Authority. Minority owners may challenge invalid amendments before the Lands Tribunal.

A By-Law Amendment in Hong Kong is needed whenever the owners corporation of a multi-unit building wishes to change an existing rule, house rule, or DMC provision governing the use and management of the building, and the proposed change requires a formal resolution passed at a properly convened general meeting under the Building Management Ordinance (Cap. 344).

An owners corporation wishing to introduce a new pet policy — for example, prohibiting pets in common areas or restricting pet sizes in units — must amend the existing house rules through a general meeting resolution, with proper notice to all owners under Cap. 344. Without a formally passed amendment, the new rule is unenforceable against owners who refuse to comply.

A building whose Deed of Mutual Covenant was registered decades ago may contain provisions that are no longer practical — such as outdated renovation restrictions, noise curfews that no longer reflect the building's character, or car park allocation rules that predate modern access systems. Amending these provisions requires following the amendment procedure in the DMC (typically a 75% majority of votes of owners present and voting at a properly convened general meeting) and, for DMC amendments, filing the amendment at the Land Registry under Cap. 128.

Owners corporations seeking to prohibit short-term rental of residential units — increasingly relevant given the growth of Airbnb and similar platforms in Hong Kong — may need to pass a by-law amendment expressly restricting non-residential use of units in a residential building, subject to compliance with the relevant provisions of Cap. 344 and any applicable requirements under the Hotels and Guesthouses Accommodation Ordinance (Cap. 349).

A building management company or management committee proposing changes to service charge rates or management fee contribution ratios for different classes of owners must follow the amendment procedure and confirm the change is consistent with the undivided share allocation in the DMC registered at the Land Registry. Any amendment affecting the financial contributions of owners is likely to require a higher voting threshold and may face challenge at the Lands Tribunal.

Where an owners corporation passes a resolution to adopt or amend fire safety-related house rules following inspection by the Fire Services Department, a formal by-law amendment document records the change and provides the basis for enforcement against non-compliant owners and occupiers.

A By-Law Amendment for a Hong Kong building under the Building Management Ordinance (Cap. 344) must address the following key elements to be valid, enforceable, and registrable at the Land Registry where required.

The building identification must state the full name and address of the building, the lot number registered at the Land Registry, and the registered reference number of the Deed of Mutual Covenant (DMC) at the Land Registry under the Land Registration Ordinance (Cap. 128). The owners corporation's registered name and incorporation number under Cap. 344 must also be stated. Accurate building and DMC identification is essential for any subsequent Land Registry registration.

The meeting details must record the type of general meeting (annual general meeting or extraordinary general meeting), the date, time, and venue of the meeting, the quorum achieved (Cap. 344 prescribes quorum requirements for general meetings), and the voting result — specifically the number of votes cast in favour, against, and abstaining, expressed both as a number of votes and as a percentage of votes cast, to demonstrate that the required majority was achieved.

The existing provision must be set out verbatim — the exact wording of the DMC provision, house rule, or by-law being amended, including the clause reference and the registered instrument in which it appears. Setting out the existing provision verbatim avoids later disputes about what was changed and confirms the amendment document can be understood without reference to the underlying DMC.

The amended provision must state the new wording in full, clearly replacing the existing provision. Where the amendment is a deletion without replacement, the amendment document should state that the identified provision is deleted and has no further effect. Where the amendment is an addition, the amendment document should state where in the existing rules the new provision is inserted.

The effective date of the amendment must be stated. For amendments to house rules not requiring Land Registry registration, the amendment typically takes effect from the date of the resolution or a specified later date. For amendments to the DMC requiring Land Registry registration, the amendment takes effect as between the parties from the resolution date but is binding on successors in title only from the date of registration.

The Land Registry registration requirement must be assessed and documented. Amendments to the registered DMC must be registered at the Land Registry under Cap. 128 to be enforceable against future purchasers. The amendment document — executed by the authorised officers of the owners corporation — must be submitted for registration with the appropriate filing fee. Failure to register a substantive DMC amendment means it binds current owners but may not bind a purchaser who acquires a unit without notice of the amendment.

The notice and communication section should confirm that notice of the proposed amendment was given to all owners in accordance with Cap. 344 and the DMC, and that the amendment will be communicated to all owners and occupiers following passage. Forms-legal.com also provides the Deed of Mutual Covenant template and the Strata Management Agreement for thorough building governance documentation in Hong Kong.

Forms-legal.com provides this By-law Amendment template for Hong Kong owners corporations navigating the Cap. 344 amendment process, covering special resolution drafting, DMC annotation at the Land Registry, HAD notification requirements, and minority owner challenge procedures under the Lands Tribunal Ordinance (Cap. 17).