By Laws Articles of Association are mandatory constitutional documents required for every company incorporated in Hong Kong under the Companies Ordinance (Cap. 622). They establish the internal management rules, defining relationships between shareholders, directors, and the company itself. The document must be filed with the Companies Registry upon incorporation and can be modified through special resolutions. It includes crucial provisions about share capital, corporate governance, decision-making processes, and administrative procedures. Companies can either adopt model articles provided under Cap. 622H or create customized articles tailored to their specific needs, though they must comply with mandatory provisions of Hong Kong company law.
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1. Interpretation: Definitions of key terms used throughout the Articles and rules of interpretation
2. Company Name and Type: Specification of company name and type (private/public limited by shares)
3. Liability of Members: Statement on the limited liability of members
4. Share Capital and Initial Shareholdings: Details of share capital structure, classes of shares, and rights attached
5. Share Rights and Restrictions: Provisions regarding share transfers, transmissions, and limitations
6. Share Certificates: Rules regarding issuance, replacement, and format of share certificates
7. Lien on Shares: Company's rights over partly paid shares
8. Calls on Shares: Provisions for making calls on partly paid shares
9. Transfer and Transmission of Shares: Procedures and restrictions for transferring shares
10. General Meetings: Rules for conducting general meetings, including notice requirements
11. Proceedings at General Meetings: Procedures for general meetings, including voting and proxies
12. Directors and Board: Appointment, removal, and powers of directors
13. Directors' Meetings: Procedures for board meetings and decision-making
14. Company Secretary: Appointment and duties of company secretary
15. Dividends and Reserves: Rules for declaring and paying dividends
16. Accounts and Audit: Requirements for maintaining accounts and conducting audits
17. Notices: Methods and requirements for giving notices to members
18. Winding Up: Procedures for voluntary winding up and distribution of assets
1. Preference Shares: Additional provisions for preference shares if the company plans to issue different classes of shares
2. Share Warrants: Provisions for issuing share warrants to bearer, if applicable
3. Borrowing Powers: Specific provisions regarding company's power to borrow and grant security
4. Alternate Directors: Provisions allowing directors to appoint alternates
5. Executive Directors: Specific provisions for appointment and powers of executive directors
6. Committees of Directors: Rules for establishing and operating board committees
7. Stock: Provisions for converting paid-up shares into stock
8. Capitalization of Profits: Procedures for capitalizing profits or reserves
9. Buy-back of Shares: Procedures and rules for company buying back its own shares
10. Electronic Communications: Provisions for electronic meetings and communications
11. Corporate Representatives: Provisions for corporate shareholders to appoint representatives
12. Class Rights: Detailed provisions regarding different share classes and their rights
1. Schedule 1: Details of Initial Subscribers: Names, addresses, and initial shareholdings of founding members
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights
3. Schedule 3: Proxy Form Template: Standard form for appointing proxies for general meetings
4. Schedule 4: Seal Format: Description and requirements for company seal usage
5. Schedule 5: Share Certificate Template: Standard format for share certificates
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