Articles Of Association Model Articles Template for Hong Kong

The Articles Of Association Model Articles are essential documents required for company incorporation in Hong Kong under the Companies Ordinance (Cap. 622). These articles serve as the company's constitution, outlining the rules for internal management, shareholder rights, director responsibilities, and corporate governance procedures. The Model Articles provide a standardized template that companies can adopt or modify to suit their specific needs while ensuring compliance with Hong Kong law. They become effective upon company incorporation and can only be altered through a special resolution passed by shareholders. The document is particularly crucial for establishing clear protocols for share transfers, decision-making processes, and dispute resolution mechanisms, making it a fundamental reference point for corporate governance throughout the company's lifecycle.

1. Interpretation: Definitions of key terms used throughout the Articles and rules for interpreting the document

2. Company Name and Type: Statement of company name and type (private company limited by shares)

3. Share Capital and Rights: Details of share capital structure, share rights, and share certificates

4. Lien: Company's lien on shares and enforcement provisions

5. Calls on Shares: Provisions regarding unpaid amounts on shares and payment procedures

6. Transfer and Transmission of Shares: Rules governing share transfers and transmission upon death

7. Forfeiture of Shares: Procedures for forfeiting shares for non-payment

8. Alteration of Capital: Procedures for changing share capital structure

9. General Meetings: Rules for convening and conducting general meetings

10. Voting at General Meetings: Voting procedures and rights of shareholders

11. Directors Powers and Responsibilities: Scope of directors' authority and duties

12. Decision-making by Directors: Procedures for board meetings and directors' decisions

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

14. Company Secretary: Appointment and role of company secretary

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

16. Accounts and Audit: Requirements for financial records and auditing

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

18. Indemnity and Insurance: Protection and insurance for directors and officers

19. Winding Up: Procedures for company dissolution and asset distribution