Articles Of Incorporation Organization Template for Hong Kong

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Articles Of Incorporation Organization

I need Articles of Incorporation Organization for a Hong Kong technology startup with two share classes (ordinary and preference shares), planning to launch in March 2025, with specific provisions for founder voting rights and employee share options.

Document background
Articles of Incorporation Organization documents are required when establishing a new company in Hong Kong under the Companies Ordinance (Cap. 622). This fundamental document must be filed with the Companies Registry and serves multiple crucial purposes: it legally establishes the company's existence, defines its basic structure and governance framework, and outlines the relationships between shareholders, directors, and the company itself. The document includes essential information such as the company's name, registered office address, share capital details, and basic operational rules. In Hong Kong's business environment, Articles of Incorporation must comply with specific local regulatory requirements while providing the flexibility needed for various business operations. This document is particularly important as it forms part of the company's constitution and is publicly accessible through the Companies Registry.
Suggested Sections

1. Company Name and Type: States the company's full name and specifies whether it's a private or public company limited by shares

2. Registered Office: Specifies the company's registered office address in Hong Kong

3. Company Objects: Details the business purposes and activities the company is authorized to undertake

4. Liability of Members: States that the liability of members is limited to their share capital contribution

5. Share Capital: Details the company's share capital structure, including types of shares and their nominal value

6. Directors and Company Secretary: Establishes the minimum and maximum number of directors and requirements for the company secretary

7. Meetings and Resolutions: Rules for conducting shareholder meetings and passing resolutions

8. Share Transfers: Procedures and restrictions for transferring shares

9. Dividends and Reserves: Rules governing dividend declarations and maintenance of reserves

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

Optional Sections

1. Pre-emptive Rights: Gives existing shareholders priority rights to purchase new share issues - include when shareholders want to maintain their proportional ownership

2. Tag-Along Rights: Protects minority shareholders by allowing them to join in the sale of shares - include when requested by minority investors

3. Drag-Along Rights: Enables majority shareholders to force minorities to join in the sale of shares - include when majority shareholders want exit flexibility

4. Share Classes: Detailed provisions for different share classes with varying rights - include when the company plans multiple share classes

5. Founder Provisions: Special rights or protections for company founders - include when founders want specific privileges or protections

6. Board Committees: Structure and powers of board committees - include for larger companies or when specific oversight is needed

Suggested Schedules

1. Initial Subscribers: Details of the founding shareholders including names, addresses, and initial shareholdings

2. Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values

3. First Directors: Names and details of the first directors of the company

4. Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Corporate Seal: Design and rules for use of the company seal

6. Share Certificate Form: Template for share certificates to be issued by the company

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

Healthcare

Real Estate

Education

Construction

Transportation

Hospitality

Energy

Media and Entertainment

Telecommunications

All Business Sectors

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Board of Directors

Executive Leadership

Administrative

Risk Management

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company Director

Corporate Governance Officer

Risk Manager

Managing Director

Business Development Manager

Finance Director

Administrative Officer

Corporate Services 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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