Limited Company Articles Of Association Template for Hong Kong

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Key Requirements PROMPT example:

Limited Company Articles Of Association

"I need Limited Company Articles of Association for my Hong Kong tech startup that will have two classes of shares and weighted voting rights for founder shares, with specific provisions for future funding rounds planned for March 2025."

Document background

Limited Company Articles of Association serve as the primary constitutional document for companies incorporated in Hong Kong, required under the Companies Ordinance (Cap. 622). This document must be filed with the Companies Registry upon incorporation and sets out the fundamental framework for company operations, including share rights, transfer restrictions, director powers, meeting procedures, and internal management rules. It forms a statutory contract between the company and its shareholders, and between shareholders themselves. The articles can be based on the model articles provided in Cap. 622H or customized to suit specific business needs, provided they comply with Hong Kong law. Companies typically prepare these articles during the incorporation process but may also adopt new articles or amend existing ones through a special resolution.

Suggested Sections

1. Interpretation: Defines key terms used throughout the articles and sets rules for interpretation

2. Company Name and Type: Specifies the company name and that it is a private company limited by shares

3. Liability of Members: States that member liability is limited to unpaid share amounts

4. Share Capital and Rights: Details the initial share capital structure and basic share rights

5. Share Certificates: Rules regarding issuance and replacement of share certificates

6. Transfer of Shares: Procedures and restrictions for transferring shares

7. Transmission of Shares: Provisions for share transmission upon death or bankruptcy

8. General Meetings: Rules for conducting general meetings, including notice requirements and proceedings

9. Voting Rights: Procedures for voting at general meetings and member voting rights

10. Directors Powers and Responsibilities: Scope of directors' authority and their general duties

11. Decision-Making by Directors: Procedures for board meetings and director decisions

12. Appointment and Retirement of Directors: Process for appointing and removing directors

13. Company Secretary: Appointment and role of the company secretary

14. Dividends and Other Distributions: Rules for declaring and paying dividends

15. Capitalization of Profits: Procedures for capitalizing profits and reserves

16. Administrative Arrangements: General administrative matters including company communications

Optional Sections

1. Different Classes of Shares: Additional provisions for companies with multiple share classes, defining different rights and restrictions

2. Pre-emption Rights: Detailed provisions giving existing shareholders first right to purchase new shares

3. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically used in companies with significant shareholders

4. Weighted Voting Rights: Provisions for different voting rights attached to different share classes

5. Permitted Transfers: Special provisions allowing certain share transfers without following standard transfer restrictions

6. Executive Directors: Special provisions regarding appointment and powers of executive directors

7. Alternate Directors: Provisions allowing directors to appoint alternates

8. Borrowing Powers: Specific provisions regarding company's borrowing capabilities and limitations

9. Enhanced Shareholder Protections: Additional protections for minority shareholders beyond statutory requirements

Suggested Schedules

1. Share Transfer Form: Standard form for executing share transfers

2. Proxy Form: Standard form for appointing proxies for general meetings

3. Written Resolution Format: Template for written resolutions of shareholders

4. Board Resolution Format: Template for board resolutions

5. Deed of Adherence: Standard form for new shareholders to agree to be bound by the articles

6. Notice of General Meeting: Template for giving notice of general meetings

7. Share Certificate Format: Standard format for share certificates

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Education

Construction

Transportation

Hospitality

Media and Entertainment

Energy

Agriculture

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Risk Management

Executive Management

Administration

Corporate Affairs

Regulatory Affairs

Relevant Roles

Company Director

Company Secretary

Corporate Lawyer

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Governance Manager

Board Chairman

Company Administrator

Incorporation Agent

Corporate Services Manager

Shareholder Relations Manager

Risk Management Officer

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