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Limited Company Agreement

Limited Company Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Limited Company Agreement

"I need a Limited Company Agreement for a Hong Kong tech startup with three founding shareholders, including provisions for future employee share options and strong protection for intellectual property rights, to be implemented by March 2025."

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Document background
The Limited Company Agreement is a crucial document used when establishing or restructuring a private limited company in Hong Kong. It serves as the cornerstone document defining the relationship between shareholders and establishing the company's governance framework. The agreement must comply with the Hong Kong Companies Ordinance (Cap. 622) and typically includes provisions for share ownership, transfer restrictions, management structure, decision-making processes, and dispute resolution mechanisms. This document is essential for protecting shareholders' interests, ensuring smooth corporate governance, and providing clarity on crucial operational matters. It's particularly important in Hong Kong's business environment, where limited companies are the predominant corporate structure for both local and international businesses.
Suggested Sections

1. Parties: Identification of all shareholders/members entering into the agreement

2. Background: Context of the agreement and company formation

3. Definitions and Interpretation: Defined terms and interpretation rules for the agreement

4. Company Formation: Details of company establishment, business nature, and registration requirements

5. Share Capital and Shareholders: Structure of share capital, classes of shares, and shareholders' rights

6. Directors and Management: Appointment, removal, and powers of directors; management structure

7. Shareholders' Meetings: Procedures for general meetings, voting rights, and resolutions

8. Board Meetings: Procedures for board meetings, voting, and decision-making

9. Transfer of Shares: Rules and restrictions on share transfers, pre-emptive rights

10. Financial Matters: Financial management, dividends, accounts, and audit requirements

11. Reserved Matters: Decisions requiring special approval from shareholders or directors

12. Confidentiality: Protection of company and shareholder confidential information

13. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company

14. Termination: Circumstances and procedures for terminating the agreement

15. General Provisions: Miscellaneous legal provisions including notices, amendments, governing law

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority shares

2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in company sale

3. Non-Competition: Restrictions on shareholders competing with company business

4. Intellectual Property Rights: Provisions for IP ownership and protection if company develops IP

5. Employee Share Scheme: Framework for implementing employee share ownership plans

6. Dead-Lock Resolution: Special procedures for resolving decision-making deadlocks

7. Dividend Policy: Specific rules for dividend declarations and distributions

8. Exit Mechanisms: Detailed procedures for shareholder exits or company sale

9. Good/Bad Leaver Provisions: Special terms for shareholding treatment upon shareholder departure

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, directors

2. Schedule 2: Initial Shareholders and Shareholdings: List of shareholders and their initial share allocation

3. Schedule 3: Reserved Matters: Detailed list of matters requiring special approval

4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement

5. Schedule 5: Business Plan: Initial business plan and key objectives

6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers

7. Schedule 7: Company Articles: Copy of or reference to the company's articles of association

8. Schedule 8: Board Policies: Key policies adopted by the board for company management

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
Agreement
Articles
Board
Business
Business Day
Company
Companies Ordinance
Competing Business
Confidential Information
Deed of Adherence
Director
Encumbrance
Fair Market Value
Financial Year
Group
Hong Kong
Initial Shareholders
Intellectual Property Rights
Material Contract
Member
Ordinary Resolution
Parties
Permitted Transfer
Reserved Matters
Share Capital
Shareholders
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Drag-Along Notice
Drag-Along Rights
Board Meeting
General Meeting
Business Plan
Connected Person
Control
Default Event
Dividend
Exercise Notice
Good Leaver
Bad Leaver
Listing
Option
Pre-emption Rights
Related Company
Relevant Securities
Share Transfer
Completion
Deadlock
Exit Event
Founding Shareholders
Management
Territory
Clauses
Interpretation
Company Formation
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Powers
Directors' Duties
Board Meetings
Shareholders' Meetings
Reserved Matters
Management
Financial Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Good/Bad Leaver Provisions
Death of Shareholder
Dispute Resolution
Deadlock Resolution
Exit Provisions
Company Sale
IPO Provisions
Termination
Breach
Remedies
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Financial Services

Real Estate

Trading

E-commerce

Healthcare

Education

Consulting

Media and Entertainment

Food and Beverage

Logistics

Construction

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Board of Directors

Corporate Governance

Risk Management

Executive Leadership

Investment

Operations

Relevant Roles

CEO

Company Director

Company Secretary

Chief Legal Officer

General Counsel

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Financial Controller

Board Member

Managing Director

Chairman

Corporate Governance Officer

Risk Manager

Business Development Director

Investment Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing the incorporation, operation, and dissolution of companies in Hong Kong. Covers company formation, share capital, directors' duties, meetings, accounts, and statutory requirements.
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32): Governs the winding up and insolvency procedures for companies, relevant for dissolution clauses and protecting shareholders' interests.
Business Registration Ordinance (Cap. 310): Requires all businesses in Hong Kong to register with the Business Registration Office, affecting company setup and compliance requirements.
Contracts Ordinance (Cap. 23): Governs the formation and enforcement of contracts in Hong Kong, crucial for establishing the legal framework of the company agreement.
Employment Ordinance (Cap. 57): Relevant for sections dealing with potential employment matters and director employment relationships within the company.
Securities and Futures Ordinance (Cap. 571): Important for provisions relating to share transfers, securities, and protecting minority shareholders' interests.
Competition Ordinance (Cap. 619): Relevant for ensuring compliance with competition law in business operations and agreements between shareholders.
Personal Data (Privacy) Ordinance (Cap. 486): Necessary for provisions dealing with handling of personal data of shareholders, directors, and related parties.
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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