Articles Of Incorporation Association Template for Hong Kong

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Articles Of Incorporation Association

I need Articles of Incorporation Association for a Hong Kong technology startup with dual-class share structure, planning for venture capital investment by March 2025, including provisions for electronic meetings and specific founder voting rights.

Document background
The Articles of Incorporation/Association is a mandatory document required when establishing a company in Hong Kong. It forms part of the company's constitution and must be filed with the Hong Kong Companies Registry during the incorporation process. This document outlines the company's internal management rules, share capital structure, shareholders' rights and obligations, directors' powers and duties, and procedures for corporate actions. The Articles must comply with the Companies Ordinance (Cap. 622) and can be based on model articles provided in the Companies (Model Articles) Notice or customized to suit specific business needs. This document serves as a binding contract between the company and its members, and between the members themselves, providing the legal framework for the company's operations throughout its existence.
Suggested Sections

1. Company Name and Type: States the company name and type (e.g., limited by shares, guarantee)

2. Registered Office: Specifies the location of the registered office in Hong Kong

3. Objects: Details the business objectives and permitted activities of the company

4. Liability of Members: Defines the nature and extent of members' liability

5. Share Capital: Details the share capital structure, classes of shares, and rights attached

6. Members and Shareholding: Rules regarding membership, share transfers, and shareholder rights

7. General Meetings: Procedures for conducting general meetings, voting, and resolutions

8. Directors and Management: Appointment, removal, powers, and duties of directors

9. Company Secretary: Requirements and duties of the company secretary

10. Accounts and Audit: Requirements for financial records, accounts, and auditing

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

12. Winding Up: Procedures for voluntary winding up and distribution of assets

Optional Sections

1. Different Share Classes: Detailed provisions for multiple share classes with different rights and restrictions, used when the company needs a complex share structure

2. Pre-emptive Rights: Provisions giving existing shareholders first right to purchase new shares, typically used in private companies

3. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically used in companies with significant investors

4. Dividend Policy: Specific rules for dividend declarations and payments, used when company wants to establish clear dividend procedures

5. Executive Committee: Structure and powers of an executive committee, used in larger companies with complex management needs

6. Electronic Communications: Provisions for electronic meetings and communications, important for modern business practices

7. Alternate Directors: Provisions for appointment of alternate directors, useful for international companies

8. Conflicts of Interest: Detailed procedures for handling director conflicts, important for regulated industries

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values

2. Initial Subscribers: List of founding members and their initial shareholdings

3. Meeting Procedures: Detailed procedures for different types of meetings

4. Directors' Powers: Specific enumeration of directors' powers and limitations

5. Share Transfer Forms: Standard forms for share transfers

6. Proxy Forms: Standard forms for proxy appointments

7. Company Seal Usage: Rules and procedures for use of company seal

8. Indemnification Procedures: Detailed procedures for director and officer indemnification

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Transportation

Energy

Media and Entertainment

Construction

Hospitality

Trading and Distribution

Non-Profit Organizations

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Regulatory Affairs

Corporate Affairs

Finance

Risk Management

Relevant Roles

Chief Executive Officer

Company Secretary

Chief Legal Officer

Corporate Lawyer

Compliance Officer

Board Director

Corporate Governance Officer

Managing Director

Chief Financial Officer

Legal Counsel

Company Director

Corporate Affairs Manager

Regulatory Compliance Manager

Board Secretary

General Counsel

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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