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Articles Of Organization For Limited Liability Company

Articles Of Organization For Limited Liability Company Template for Hong Kong

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Articles Of Organization For Limited Liability Company

I need Articles of Organization for Limited Liability Company for a Hong Kong tech startup launching in March 2025, with three founding members having different share classes and vesting schedules, plus provisions for future employee share options and investor rights.

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Document background
The Articles of Organization for Limited Liability Company is a mandatory document required when establishing a company in Hong Kong under the Companies Ordinance (Cap. 622). This document must be filed with the Hong Kong Companies Registry as part of the company incorporation process and serves as the company's constitutional document. It contains crucial information about the company's structure, including details about shares and shareholders, appointment of directors, voting rights, and corporate governance procedures. The document is particularly important as it sets the legal framework for the company's operations and provides protection for shareholders through limited liability status. It must comply with Hong Kong's legal requirements while being tailored to the specific needs of the business and its stakeholders.
Suggested Sections

1. Company Name and Type: Specification of the company name and confirmation that it is a private company limited by shares

2. Registered Office: The official registered address of the company in Hong Kong

3. Company Objects: The purpose and permitted activities of the company (if not adopting unrestricted objects)

4. Liability of Members: Statement confirming the limited liability nature of the company and extent of member liability

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

6. Initial Shareholders: Information about the founding members and their shareholdings

7. Directors: Provisions regarding the appointment, removal, and powers of directors

8. Company Secretary: Requirements and provisions for the company secretary position

9. Meetings: Rules for conducting shareholder and board meetings

10. Decision Making: Procedures for passing resolutions and making corporate decisions

11. Dividends and Distributions: Rules governing the declaration and payment of dividends

12. Transfer of Shares: Procedures and restrictions for transferring shares

Optional Sections

1. Pre-emptive Rights: Provisions giving existing shareholders first right to purchase new shares or shares being sold by other members

2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

4. Share Vesting Provisions: Terms for gradual vesting of shares for founders or key employees

5. Intellectual Property Rights: Provisions regarding ownership and protection of company IP

6. Non-competition Clauses: Restrictions on shareholders' involvement in competing businesses

7. Dispute Resolution: Specific procedures for resolving internal disputes between shareholders

Suggested Schedules

1. Initial Shareholding Structure: Detailed breakdown of initial share allocations and shareholder information

2. Share Rights and Restrictions: Detailed terms and conditions attached to different classes of shares

3. Directors' Initial Appointments: Details of the first directors and their terms of appointment

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

5. Company Secretary Details: Information about the appointed company secretary and their qualifications

6. Adoption Resolution: Formal resolution adopting the Articles of Organization

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

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alex.den.21@genieai.co
Clauses
Company Name and Formation
Share Capital and Classes
Share Transfer and Transmission
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture of Shares
Alteration of Share Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Board of Directors
Powers of Directors
Directors' Meetings
Company Secretary
Dividends and Reserves
Capitalization of Profits
Accounts and Audit
Notices
Winding Up
Indemnity and Insurance
Amendment of Articles
Corporate Seal
Share Registration
Board Committees
Officers
Record Keeping
Dispute Resolution
Relevant Industries

Technology

Financial Services

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Education

Entertainment

Logistics

Construction

Hospitality

Import/Export

Consulting

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Leadership

Finance

Risk Management

Corporate Affairs

Company Secretariat

Board of Directors

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Business Development Director

Founding Partner

Managing Director

Board Member

Corporate Governance Officer

Risk Management Officer

General Counsel

Industries
Companies Ordinance (Cap. 622): The primary legislation governing the formation, operation, and dissolution of companies in Hong Kong. It sets out the requirements for company incorporation, including articles of organization, company names, directors' duties, and corporate governance.
Companies (Model Articles) Notice (Cap. 622H): Provides the model articles of association for Hong Kong companies, which serve as a template for company constitution and internal management rules.
Business Registration Ordinance (Cap. 310): Requires all businesses operating in Hong Kong to register with the Business Registration Office and obtain a business registration certificate.
Limited Partnerships Ordinance (Cap. 37): While primarily for partnerships, certain provisions may be relevant for understanding the liability limitations and structure of business entities in Hong Kong.
Competition Ordinance (Cap. 619): Contains provisions that may affect how the company can operate and compete in the Hong Kong market, particularly regarding anti-competitive practices.
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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