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Bespoke Articles Of Association
"I need Bespoke Articles of Association for a Hong Kong tech startup with multiple share classes, including preference shares for investors and restricted shares for employees, plus specific provisions for digital board meetings and electronic voting to be implemented by March 2025."
1. Interpretation: Definitions of key terms used throughout the Articles and rules of interpretation
2. Company Name and Type: Statement of company name and type (private/public limited)
3. Liability of Members: Statement of limited liability and extent of member obligations
4. Share Capital and Initial Shareholdings: Details of share capital structure, classes of shares, and rights attached
5. Share Certificates, Transfer and Transmission: Rules governing share certificates issuance, transfer procedures, and transmission on death
6. General Meetings: Procedures for convening and conducting general meetings, voting rights and processes
7. Directors and Company Secretary: Appointment, removal, powers, and duties of directors and company secretary
8. Decision-making by Directors: Rules for board meetings, written resolutions, and delegation of powers
9. Dividends and Other Distributions: Rules for declaring and paying dividends and other distributions
10. Accounts and Audit: Requirements for maintaining accounts and conducting audits
11. Notices and Communications: Rules for giving notices and other communications to members
12. Winding Up: Procedures for voluntary winding up and distribution of assets
1. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase new shares - used when shareholders want stronger control over ownership
2. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders or enabling majority shareholders to force sale - used in companies with significant minority shareholders
3. Share Classes and Rights: Detailed provisions for multiple share classes with different rights - used when company has complex share structure
4. Restricted Objects: Specific limitations on company activities - used when company wants to restrict its business scope
5. Alternate Directors: Provisions for appointment of alternate directors - used in larger companies or those with international directors
6. Electronic Communications: Detailed provisions for electronic meetings and communications - used in modern companies embracing digital governance
7. Founder Provisions: Special rights or protections for founders - used in startup or founder-led companies
1. Schedule 1: Share Transfer Form: Standard form for transferring shares between parties
2. Schedule 2: Proxy Form: Standard form for appointing proxies for general meetings
3. Schedule 3: Board Reserved Matters: List of matters requiring board approval
4. Schedule 4: Shareholder Reserved Matters: List of matters requiring shareholder approval
5. Schedule 5: Initial Directors and Company Secretary: Details of first directors and company secretary upon adoption
6. Appendix A: Share Certificate Template: Template for share certificates including required statutory information
7. Appendix B: Company Seal Rules: Rules and procedures for use of company seal
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Education
Transportation
Energy
Construction
Media and Entertainment
Hospitality
Agriculture
Mining
Telecommunications
Legal
Compliance
Corporate Secretarial
Board of Directors
Executive Management
Corporate Governance
Risk Management
Finance
Administrative
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Board Director
Managing Director
Corporate Governance Officer
Risk Manager
Company Director
General Counsel
Corporate Secretary
Shareholder
Board Chairman
Chief Legal Officer
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