Articles Of Association For Private Companies Limited By Shares Template for Hong Kong

Articles of Association For Private Companies Limited By Shares are mandatory constitutional documents required for company incorporation in Hong Kong under the Companies Ordinance (Cap. 622). They serve as the foundational rulebook that defines how the company will be operated and governed, establishing the rights and obligations of shareholders and directors, share transfer restrictions to maintain private company status, and corporate governance procedures. This document must be filed with the Companies Registry upon incorporation and can be amended by special resolution of shareholders. While companies can adopt the model articles provided in the Companies (Model Articles) Notice, most companies modify these to suit their specific needs while ensuring compliance with Hong Kong law. The articles become binding upon the company and its members once registered.

1. Interpretation: Definitions of key terms used throughout the Articles and rules of interpretation

2. Private Company: Provisions establishing and maintaining private company status, including restrictions on transfer of shares

3. Share Capital and Rights: Details of share capital structure, classes of shares, and rights attached to shares

4. Share Certificates: Provisions regarding the issuance, replacement, and format of share certificates

5. Lien on Shares: Company's rights over partly paid shares and enforcement of liens

6. Calls on Shares: Procedures for making calls on partly paid shares and consequences of non-payment

7. Transfer and Transmission of Shares: Procedures for share transfers, board's powers to refuse transfers, and transmission on death

8. Forfeiture of Shares: Circumstances and procedures for share forfeiture

9. Alteration of Capital: Procedures for increasing, consolidating, or subdividing share capital

10. General Meetings: Procedures for calling and conducting general meetings

11. Voting at General Meetings: Voting rights, procedures, and proxies

12. Directors and Board Meetings: Appointment, removal, powers of directors, and conduct of board meetings

13. Company Secretary: Appointment and duties of company secretary

14. Dividends and Reserves: Declaration and payment of dividends, creation of reserves

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

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

17. Winding Up: Procedures and rights in case of company winding up

18. Indemnity and Insurance: Indemnification of directors and officers