Intelligent Group (NASDAQ: INTJ) revises board and agent governance terms

Rhea-AI Filing Summary

Intelligent Group Limited filed a Form 6-K describing amendments to its amended and restated memorandum and articles of association effective February 4, 2026. The changes increase the minimum number of directors from one to three and lower the member voting threshold to remove a director from at least 75% to 51%.

The amendments also restrict company agents from appointing substitutes or delegates unless expressly authorized by board resolution, require agents to affix the company seal when executing documents, and clarify how the company must formally execute written instruments to make them enforceable and binding.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-41974

Intelligent Group Limited

Unit 1203C, Level 12, Admiralty Centre,
Tower 1, 18 Harcourt Road,
Admiralty, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

EXPLANATORY NOTE

On February 4, 2026, Intelligent Group Limited (NASDAQ: INTJ) (the “Company”), filed an amended and restated memorandum and articles of association (the “A&R M&A”) with the BVI Registry of Corporate Affairs. The amendments provide for: (i) an increase in the minimum number of directors from one to three; (ii) a reduction in the requisite voting percentage for the removal of a director (whether by a resolution passed at a meeting of the members or a written resolution) from at least 75% to 51% of the votes of the members entitled to vote; (iii) a prohibition on a Company agent appointing any substitutes or delegates to exercise all or any of the powers conferred on such agent, unless the director resolution appointing the agent specifically authorises such an appointment; (iv) a requirement that any person appointed as the Company’s agent affix the Company’s seal (in accordance with the articles of association of the Company) when executing any document on behalf of the Company; and (v) the formal execution requirements for the Company to enter into enforceable and binding written instruments. 

Attached to this report on Form 6-K as Exhibit 3.1 is a copy of the A&R M&A, which has become effective on February 4, 2026.

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EXHIBIT INDEX

Exhibit No.		Exhibit
3.1		Amended and Restated Memorandum and Articles of Association

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTELLIGENT GROUP LIMITED
	By:	/s/ Wai Lau
	Name:	Wai Lau
	Title:	Director, Chief Executive Officer, and Chairlady of the Board

Date: February 12, 2026

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FAQ

What corporate changes did Intelligent Group Limited (INTJ) disclose in this 6-K?

Intelligent Group Limited disclosed amendments to its memorandum and articles of association. These include board size changes, lower voting thresholds for director removal, tighter rules on company agents, seal requirements on documents, and clarified execution procedures for binding written instruments, effective February 4, 2026.

How did Intelligent Group Limited (INTJ) change the rules for removing directors?

The company reduced the voting requirement for removing a director from at least 75% to 51% of votes entitled to be cast. This applies to both member meetings and written resolutions, making director removal possible with a simple majority of voting members.

What are the new board composition requirements for Intelligent Group Limited (INTJ)?

The amended articles increase the minimum number of directors from one to three. This change formalizes a larger board structure, which can support broader oversight and governance by ensuring multiple directors are in place rather than a single individual.

How were company agent powers revised at Intelligent Group Limited (INTJ)?

Agents of the company are now prohibited from appointing substitutes or delegates unless specifically authorized in the director resolution appointing them. This limits unauthorized delegation of authority and keeps control of agency powers with the board’s explicit instructions.

What document execution requirements did Intelligent Group Limited (INTJ) add?

The amendments require any appointed agent to affix the company’s seal when executing documents on its behalf and set formal execution requirements for written instruments. These steps help ensure documents are properly authorized to be enforceable and binding on the company.

When did Intelligent Group Limited’s (INTJ) amended memorandum and articles take effect?

The amended and restated memorandum and articles of association became effective on February 4, 2026. They were filed with the BVI Registry of Corporate Affairs and then furnished to investors through this Form 6-K as Exhibit 3.1.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 236.5 KB