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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.
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
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
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
Articles
Board
Business Day
Companies Ordinance
Company
Company Secretary
Director
Dividend
Electronic Form
Extraordinary General Meeting
Financial Year
General Meeting
Hong Kong
Member
Mental Incapacity
Ordinary Resolution
Ordinary Share
Paid Up
Poll
Proxy Notice
Register of Members
Registered Office
Related Company
Seal
Share
Share Certificate
Shareholder
Special Resolution
Statutes
Subsidiary
Transfer Notice
Transmittee
Writing
Year
Share Capital
Share Rights
Share Issuance
Share Transfer Restrictions
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture of Shares
Transmission of Shares
Alteration of Share Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Directors Powers and Responsibilities
Directors Appointment and Retirement
Directors Remuneration
Directors Meetings
Directors Interests
Company Secretary
Dividends and Distributions
Capitalization of Profits
Record Dates
Company Communications
Company Seals
Authentication of Documents
Indemnity and Insurance
Administrative Arrangements
Borrowing Powers
Accounts and Audit
Winding Up
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Education
Logistics
Hospitality
Construction
Trading
Media and Entertainment
Energy
Telecommunications
Legal
Corporate Secretarial
Compliance
Board of Directors
Executive Management
Corporate Governance
Risk Management
Finance
Shareholder Relations
Administrative
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
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