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Foundation Articles Of Association

Foundation Articles Of Association Template for Hong Kong

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Key Requirements PROMPT example:

Foundation Articles Of Association

"I need Foundation Articles of Association for a Hong Kong educational foundation that will be established by March 2025, with provisions for both local and international board members and specific clauses for managing research grants and academic partnerships."

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Document background
Foundation Articles of Association serve as the primary governing document for foundations established in Hong Kong, typically structured as companies limited by guarantee under the Companies Ordinance (Cap. 622). This document is essential when establishing a new foundation or restructuring an existing one, providing the legal framework for its governance and operations. It must be filed with the Hong Kong Companies Registry and includes detailed provisions about the foundation's objectives, membership structure, board composition, decision-making processes, and financial management. The Articles ensure compliance with Hong Kong's regulatory requirements while establishing the foundation's unique characteristics and operational framework. This document is particularly crucial for organizations seeking charitable status, as it must contain specific provisions to satisfy the Inland Revenue Department's requirements for tax exemption.
Suggested Sections

1. Preliminary: Contains interpretation clauses, definitions, and the foundation's name

2. Objects: States the foundation's purposes, objectives, and scope of activities

3. Liability of Members: Defines the limited liability nature and members' guarantee amount

4. Foundation Identity: Details about the foundation's registered office, official languages, and seal

5. Members: Provisions regarding membership, including qualifications, rights, and obligations

6. General Meetings: Rules for conducting general meetings, voting procedures, and resolutions

7. Board of Directors: Composition, appointment, removal, and powers of the board

8. Powers and Duties of Directors: Specific authorities and responsibilities of directors

9. Decision-making by Directors: Procedures for board meetings and director resolutions

10. Secretary: Appointment and duties of the company secretary

11. Financial Matters: Provisions for accounts, audits, and financial management

12. Notices: Methods and requirements for giving notices to members

13. Dissolution: Procedures and requirements for winding up the foundation

Optional Sections

1. Charitable Status Provisions: Required if the foundation has charitable purposes, including specific provisions to maintain tax-exempt status

2. Investment Policy: Detailed guidelines for managing foundation assets and investments

3. Advisory Board: Structure and role of an advisory board, if established

4. Branch Operations: Rules for establishing and operating branches, if applicable

5. Conflict Resolution: Specific procedures for handling internal disputes

6. Grant-making Policies: Procedures and criteria for making grants if the foundation engages in grant-making

7. Intellectual Property: Provisions regarding IP rights if the foundation engages in research or creative activities

Suggested Schedules

1. Schedule 1: Membership Categories: Details different classes of membership and their respective rights

2. Schedule 2: Meeting Procedures: Detailed procedures for conducting various types of meetings

3. Schedule 3: Board Committees: Terms of reference for standing committees

4. Schedule 4: Proxy Form: Standard form for proxy appointments

5. Schedule 5: Code of Conduct: Ethical guidelines for directors and members

6. Appendix A: Initial Members: List of founding members and their contributions

7. Appendix B: Initial Directors: Details of the first directors of the foundation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Articles
Board
Chairman
Companies Ordinance
Company Secretary
Directors
Electronic Form
Foundation
General Meeting
Guarantee Amount
Hong Kong
Mental Incapacity
Member
Objects
Office
Ordinance
Officers
Proxy
Register of Members
Registered Office
Resolution
Seal
Special Resolution
Subscriber
Writing
Annual General Meeting
Board Meeting
Corporate Representative
Extraordinary General Meeting
Financial Year
Honorary Member
In Person
Meeting
Notice
Ordinary Resolution
Poll
Quorum
Register of Directors
Standing Committee
Term of Office
Virtual Meeting
Voting Rights
Written Resolution
Clauses
Interpretation
Objects and Powers
Limited Liability
Members Rights and Obligations
Membership Qualification
Termination of Membership
General Meetings
Notice of Meetings
Proceedings at Meetings
Voting Rights
Proxies
Board Composition
Directors Appointment
Directors Removal
Directors Powers
Directors Duties
Board Meetings
Board Decisions
Conflicts of Interest
Company Secretary
Minutes and Records
Financial Management
Accounts and Audit
Annual Returns
Notices
Indemnity and Insurance
Amendment of Articles
Dissolution
Asset Distribution
Seal Usage
Electronic Communications
Dispute Resolution
Compliance
Charitable Status
Investment Powers
Grant-making
Advisory Bodies
Branch Establishments
Language
Relevant Industries

Non-Profit

Charitable Organizations

Education

Healthcare

Social Services

Arts and Culture

Environmental Conservation

Research and Development

Philanthropy

Community Development

Religious Organizations

Family Offices

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Operations

Administration

Risk Management

Program Management

Grant Administration

Executive Office

Relevant Roles

Foundation Director

Board Chairman

Company Secretary

Legal Counsel

Compliance Officer

Foundation Manager

Executive Director

Governance Officer

Finance Director

Operations Manager

Program Director

Trustee

Foundation Administrator

Risk Manager

Grant Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, registration, and operation in Hong Kong, including provisions for companies limited by guarantee which is the typical structure for foundations
Companies (Model Articles) Notice (Cap. 622H): Provides model articles of association that can be used as a reference or template when drafting custom articles for a foundation
Inland Revenue Ordinance (Cap. 112): Contains provisions regarding tax exemption for charitable institutions and trusts, which may be relevant if the foundation has charitable purposes
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615): Sets out requirements for financial transparency and reporting that foundations must comply with, particularly regarding financial transactions and governance
Societies Ordinance (Cap. 151): May be relevant if the foundation operates as or interacts with societies in Hong Kong, setting out registration and regulation requirements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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