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Bespoke Articles Of Association Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
Bespoke Articles of Association are required when incorporating a company in Hong Kong or when existing companies wish to modify their constitutional documents to better suit their specific needs. Unlike adopting model articles provided under Cap. 622H, these customized Articles of Association allow companies to include specific provisions tailored to their business requirements, ownership structure, and governance preferences. The document must comply with the Hong Kong Companies Ordinance (Cap. 622) while providing flexibility in areas such as share transfer restrictions, decision-making processes, and shareholder rights. It's particularly important for companies with complex ownership structures, specific governance requirements, or those planning future capital raising activities.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Transportation

Energy

Construction

Media and Entertainment

Hospitality

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Executive Management

Corporate Governance

Risk Management

Finance

Administrative

Relevant Roles

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

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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