Articles Of Association Of A Limited Liability Company Template for Hong Kong

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Key Requirements PROMPT example:

Articles Of Association Of A Limited Liability Company

I need Articles of Association of a Limited Liability Company for a Hong Kong technology startup with two share classes (ordinary and preferred), including tag-along rights and specific provisions for remote board meetings.

Document background
Articles of Association of a Limited Liability Company are mandatory constitutional documents required for company incorporation in Hong Kong under the Companies Ordinance (Cap. 622). They serve as the foundational rules governing how the company operates, defining the relationships between shareholders and directors, and establishing the framework for corporate decision-making. The document becomes effective upon company incorporation and binds the company, its directors, and shareholders. It includes provisions for share capital structure, transfer of shares, appointment of directors, conduct of meetings, and other crucial operational matters. While companies can adopt model articles provided under Hong Kong law, most businesses choose to customize their Articles to suit specific needs while ensuring compliance with local regulations. The document is particularly important for foreign investors and businesses establishing presence in Hong Kong, as it provides clarity on governance structure and protects stakeholder interests.
Suggested Sections

1. Company Name and Type: Specifies the company's name and that it is a company limited by shares

2. Interpretation: Defines key terms used throughout the Articles

3. Private Company: Provisions restricting transfer of shares and limiting number of members

4. Share Capital and Initial Shareholdings: Details of share capital structure and rights attached to shares

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

6. Transfer and Transmission of Shares: Rules governing how shares can be transferred and inheritance of shares

7. Alteration of Share Capital: Procedures for changing the company's share capital structure

8. General Meetings: Rules for conducting shareholders' meetings and voting procedures

9. Directors and Company Secretary: Appointment, removal, and powers of directors and company secretary

10. Directors' Meetings: Procedures for board meetings and decision-making

11. Company Administration: General administrative matters including company seals and records

12. Dividends: Rules regarding declaration and payment of dividends

13. Accounts and Audit: Requirements for financial reporting and appointment of auditors

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

15. Winding Up: Procedures for voluntary dissolution of the company

Optional Sections

1. Preferred Shares: Include when the company has or plans to issue preferred shares with special rights

2. Share Buy-back: Include when the company wants explicit provisions for share repurchase

3. Drag-along Rights: Include for companies expecting future sale or merger possibilities

4. Tag-along Rights: Include to protect minority shareholders in case of majority sale

5. Pre-emptive Rights: Include when existing shareholders should have first right to purchase new shares

6. Electronic Communications: Include to explicitly allow electronic notices and meetings

7. Alternate Directors: Include if directors should have power to appoint alternates

8. Indemnification: Include detailed indemnification provisions for directors and officers

9. Restricted Objects: Include if company activities should be restricted to specific purposes

Suggested Schedules

1. Schedule 1: Proxy Form: Standard form for appointing proxies for general meetings

2. Schedule 2: Share Certificate Format: Template for share certificates including required content

3. Schedule 3: Initial Shareholders: List of founding shareholders and their initial shareholdings

4. Schedule 4: Board Reserved Matters: List of decisions requiring board approval

5. Schedule 5: Shareholder Reserved Matters: List of decisions requiring shareholder approval

6. Schedule 6: Share Transfer Notice: Standard form for notifying intent to transfer shares

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

Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Logistics

Hospitality

Construction

Trading

Media and Entertainment

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Compliance

Board of Directors

Executive Management

Corporate Governance

Risk Management

Finance

Shareholder Relations

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Director

Board Member

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Company Director

Managing Director

Executive Director

Non-Executive Director

Shareholder Relations Manager

Industries
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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