Articles Of Operating Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Articles Of Operating Agreement

I need Articles of Operating Agreement for a Hong Kong tech startup with three co-founders launching in March 2025, including specific provisions for intellectual property rights and future investor participation, with an initial capital of HKD 1,000,000.

Document background
The Articles of Operating Agreement serves as the foundational document for companies operating under Hong Kong law, establishing the framework for corporate governance and operations. This document is essential when forming a new company or restructuring an existing one in Hong Kong, providing comprehensive guidelines for company management, member relationships, and operational procedures. The agreement must comply with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, making it crucial for businesses seeking to establish or maintain operations in Hong Kong. The Articles of Operating Agreement typically includes detailed provisions for capital contributions, profit sharing, management structure, voting rights, transfer restrictions, and dispute resolution mechanisms, ensuring clear guidelines for all aspects of company operations.
Suggested Sections

1. Parties: Identifies all members/parties to the operating agreement, including their full legal names and addresses

2. Background: Explains the context and purpose for establishing the company and entering into this operating agreement

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Formation: Details of company formation, including company name, registered office, and business purpose

5. Capital Contributions: Specifies initial and subsequent capital contributions by members, including valuation of non-cash contributions

6. Membership Interests: Defines the ownership structure, including percentage interests and voting rights of members

7. Management Structure: Outlines the management framework, including appointment of directors/managers and their powers

8. Meetings and Voting: Procedures for member and management meetings, voting requirements, and decision-making processes

9. Financial Affairs: Covers financial management, including accounting practices, distributions, and tax matters

10. Transfer of Interests: Rules governing the transfer of membership interests, including restrictions and right of first refusal

11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

12. General Provisions: Standard clauses including governing law, amendments, notices, and dispute resolution

Optional Sections

1. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in the sale of the company

2. Tag-Along Rights: Include when minority shareholders need the right to join in sales by majority shareholders

3. Non-Compete and Confidentiality: Include when specific protection of company secrets and prevention of competition is required

4. Intellectual Property Rights: Include when the company deals with significant IP assets or development

5. Employee Management: Include when the agreement needs to cover detailed employment policies and procedures

6. International Operations: Include when the company operates across multiple jurisdictions

7. Special Purpose Vehicles: Include when the company structure involves SPVs or subsidiary arrangements

8. Environmental Compliance: Include for businesses with significant environmental impact or responsibilities

Suggested Schedules

1. Schedule 1: Member Information: Detailed information about members, including contact details and initial capital contributions

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and ownership percentages

3. Schedule 3: Management Structure: Organizational chart and detailed management responsibilities

4. Schedule 4: Business Plan: Initial business plan and strategic objectives

5. Schedule 5: Asset Register: List of company assets and their agreed values

6. Schedule 6: Special Resolutions: List of matters requiring special resolution approval

7. Appendix A: Specimen Share Certificate: Template for company share certificates

8. Appendix B: Company Policies: Key operational policies and procedures

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

Technology

Manufacturing

Financial Services

Professional Services

Retail

Real Estate

Healthcare

Education

Logistics

Construction

Media and Entertainment

Food and Beverage

Consulting

E-commerce

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Board of Directors

Executive Leadership

Corporate Affairs

Risk Management

Company Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Legal Officer

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Business Development Director

Operations Director

Shareholder Relations Manager

Investment Manager

Company Founder

Industries
Companies Ordinance (Cap. 622): The primary legislation governing the formation, operation, and dissolution of companies in Hong Kong. It provides the legal framework for corporate structures, shareholders' rights, directors' duties, and company administration.
Business Registration Ordinance (Cap. 310): Requires all businesses operating in Hong Kong to register with the Business Registration Office and maintain valid business registration certificates.
Partnership Ordinance (Cap. 38): Governs the rights and obligations of partners in business relationships, which may be relevant for operating agreements involving multiple parties.
Contract and Rights of Third Parties Ordinance (Cap. 623): Regulates the enforcement of contractual rights by third parties and may affect how operating agreements can be structured regarding third-party rights.
Competition Ordinance (Cap. 619): Prohibits anti-competitive conduct and may affect provisions in operating agreements related to market conduct and business operations.
Personal Data (Privacy) Ordinance (Cap. 486): Regulates the handling of personal data and must be considered when drafting provisions related to data management and privacy in the operating agreement.
Electronic Transactions Ordinance (Cap. 553): Provides legal recognition of electronic records and signatures, which may be relevant for modern operating agreements with digital elements.
Companies (Model Articles) Notice (Cap. 622H): Provides model articles that can serve as a reference point for drafting company articles and operating agreements.
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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