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Memorandum & Articles Of Association

Memorandum & Articles Of Association Template for Hong Kong

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Key Requirements PROMPT example:

Memorandum & Articles Of Association

"I need a standard Memorandum & Articles of Association for a new Hong Kong private limited company that will be incorporated in January 2025, with a single share class and basic governance structure suitable for a small tech startup with three founding shareholders."

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Document background
The Memorandum & Articles of Association is a mandatory document required for incorporating a company in Hong Kong under the Companies Ordinance (Cap. 622). This foundational document serves as the company's constitution, establishing the framework for its governance and operations. It must be filed with the Companies Registry during incorporation and can be amended through special resolution procedures. The document outlines crucial aspects such as share capital structure, directors' duties, shareholders' rights, and corporate governance procedures. While companies can adopt model articles provided under the Companies (Model Articles) Notice, many choose to customize their Memorandum & Articles of Association to suit specific business needs while ensuring compliance with Hong Kong law.
Suggested Sections

1. Company Name: Statement of the company's name and any restrictions on name change

2. Registered Office: Statement declaring the situation of the company's registered office in Hong Kong

3. Objects: Statement of company objects (if any - not mandatory under current law but often included)

4. Liability: Statement that members' liability is limited by shares

5. Share Capital: Details of initial share capital and share structure

6. Directors and Management: Rules regarding appointment, removal, powers and duties of directors

7. Decision-Making by Directors: Procedures for board meetings and directors' resolutions

8. Shares and Distributions: Rules governing share transfers, dividends, and other distributions

9. Members' Decision-Making: Procedures for general meetings and shareholders' resolutions

10. Administrative Arrangements: Company seals, records, notices, and communication procedures

Optional Sections

1. Different Classes of Shares: Required when company has multiple share classes with different rights

2. Weighted Voting Rights: Used when certain shares carry superior voting rights

3. Pre-emptive Rights: Detailed procedures for existing shareholders' rights to purchase new shares

4. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically used in private companies

5. Dividend Policy: Specific rules about dividend declarations and payments

6. Corporate Representatives: Provisions for corporate shareholders to appoint representatives

7. Alternate Directors: Provisions allowing directors to appoint alternates

Suggested Schedules

1. Share Transfer Form: Standard form for transferring shares between parties

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

3. Board Meeting Procedures: Detailed procedures for conducting board meetings

4. General Meeting Procedures: Detailed procedures for conducting general meetings

5. Share Certificate Format: Template for share certificates

6. Directors' Written Resolution: Standard format for written resolutions of directors

7. Members' Written Resolution: Standard format for written resolutions of members

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 Office
Objects
Limited Liability
Share Capital and Variation of Rights
Share Certificates
Lien on Shares
Calls on Shares
Transfer of Shares
Transmission of Shares
Forfeiture of Shares
Alteration of Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Board of Directors
Directors' Powers and Responsibilities
Directors' Appointments and Remuneration
Alternate Directors
Directors' Meetings
Company Secretary
Dividends and Reserves
Capitalization of Profits
Accounts and Audit
Notices
Winding Up
Indemnity and Insurance
Amendment of Articles
Company Seals
Relevant Industries

All Business Sectors

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Transportation

Energy

Construction

Hospitality

Media & Entertainment

Agriculture

Mining

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Executive Management

Regulatory Affairs

Administrative

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Director

Chief Executive Officer

Chief Legal Officer

Corporate Governance Officer

Board Member

Managing Director

Company Administrator

Legal Director

Regulatory Affairs Manager

Corporate Services Manager

Industries
Companies Ordinance (Cap. 622): The primary legislation governing company formation, operation, and management in Hong Kong. It provides requirements for company incorporation, share capital, directors' duties, company meetings, and filing obligations.
Companies (Model Articles) Notice (Cap. 622H): Provides model articles of association that companies can adopt or modify according to their specific needs. These model articles serve as a template for company constitution.
Business Registration Ordinance (Cap. 310): Requires all businesses in Hong Kong to register with the Business Registration Office and obtain a business registration certificate.
Securities and Futures Ordinance (Cap. 571): Relevant if the company plans to issue shares to the public or engage in regulated financial activities. Provides regulations for securities, futures, and other financial products.
Companies (Directors' Report) Regulation (Cap. 622D): Specifies the content requirements for directors' reports, which is relevant for the governance structure outlined in the Articles of Association.
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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