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Limited Liability Company Articles Of Organization

Limited Liability Company Articles Of Organization Template for Hong Kong

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Key Requirements PROMPT example:

Limited Liability Company Articles Of Organization

"I need Limited Liability Company Articles of Organization for my Hong Kong tech startup that will be incorporated in March 2025, with three founding members having equal shareholding and standard voting rights."

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Document background
The Limited Liability Company Articles of Organization is a mandatory document required when incorporating a company in Hong Kong under the Companies Ordinance (Cap. 622). This document is essential for establishing the legal framework within which the company will operate, defining its internal management structure, and setting out the rights and obligations of shareholders and directors. It must be prepared and submitted during the company formation process and serves as a reference point throughout the company's lifecycle for matters relating to corporate governance, share transfers, and decision-making processes. The document needs to comply with Hong Kong's legal requirements while being tailored to the specific needs of the business, making it a crucial tool for both startup companies and established businesses looking to incorporate in Hong Kong.
Suggested Sections

1. Company Name and Type: Specifies the company's full registered name and confirms its status as a limited liability company

2. Registered Office: States the company's registered office address in Hong Kong

3. Objects of the Company: Defines the permitted business activities and purposes of the company

4. Share Capital: Details the company's share capital structure, classes of shares, and rights attached to shares

5. Members' Liability: Declares the limited liability nature of members' obligations and extent of their liability

6. Directors and Management: Outlines the appointment, removal, and powers of directors, and management structure

7. Meetings and Resolutions: Procedures for general meetings, board meetings, and passing of resolutions

8. Share Transfers: Rules and procedures governing the transfer of shares between members

9. Company Secretary: Requirements and duties of the company secretary

10. Accounts and Audit: Requirements for maintaining accounts and conducting audits

Optional Sections

1. Pre-emptive Rights: Optional provisions for existing shareholders' rights to purchase new shares before they're offered to others

2. Tag-Along and Drag-Along Rights: Optional provisions for share sale arrangements, particularly useful for companies with multiple shareholders

3. Dividend Policy: Specific rules for dividend declarations and distributions, if different from standard provisions

4. Intellectual Property Rights: Special provisions for companies with significant IP assets

5. Non-Competition and Confidentiality: Additional provisions for protecting company interests, particularly relevant for knowledge-based businesses

Suggested Schedules

1. Schedule 1: Initial Members and Shareholdings: Details of the founding members and their initial share allocations

2. Schedule 2: Share Rights and Restrictions: Detailed specifications of different share classes and their associated rights

3. Schedule 3: First Directors: List of initial directors and their details

4. Appendix A: Form of Share Certificate: Template for the company's share certificates

5. Appendix B: Share Transfer Form: Standard form for executing share transfers

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
Clauses
Company Name and Type
Registered Office
Company Objects
Share Capital
Share Rights and Restrictions
Share Certificates
Share Transfers
Members' Rights and Obligations
Liability Limitation
General Meetings
Notice of Meetings
Proceedings at Meetings
Voting Rights
Board Composition
Directors' Powers
Directors' Appointments and Removals
Directors' Meetings
Directors' Duties
Company Secretary
Dividends and Distributions
Capitalization of Profits
Company Records
Notices and Communications
Indemnification
Winding Up
Amendment of Articles
Corporate Seal
Financial Accounts and Audit
Borrowing Powers
Dispute Resolution
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Construction

Import/Export

Consulting

E-commerce

Hospitality

Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Executive Leadership

Board of Directors

Administrative

Corporate Governance

Risk Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Director

Company Director

Corporate Governance Officer

Managing Director

Business Development Manager

Risk Manager

Corporate Affairs Manager

Administrative Officer

Industries
Companies Ordinance (Cap. 622): The primary legislation governing the formation, operation, and dissolution of companies in Hong Kong. It provides the legal framework for company incorporation, registration, administration, and corporate governance requirements.
Companies (Model Articles) Notice (Cap. 622H): Subsidiary legislation that provides model articles of association for different types of companies. These can be adopted in whole or in part, or modified according to the company's specific needs.
Business Registration Ordinance (Cap. 310): Legislation requiring all businesses operating in Hong Kong to register with the Business Registration Office of the Inland Revenue Department.
Companies (Directors' Report) Regulation (Cap. 622D): Specifies the content requirements for directors' reports and other corporate disclosure obligations.
Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B): Regulates how companies must display their names and liability status in communications and documents.
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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