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Business Articles Of Incorporation Template for Hong Kong

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Key Requirements PROMPT example:

Business Articles Of Incorporation

"I need Business Articles of Incorporation for my Hong Kong technology startup planned for March 2025, with provisions for multiple share classes including preferred shares for investors, and specific clauses for digital voting and virtual board meetings."

Document background
Business Articles of Incorporation are foundational documents required for company registration in Hong Kong under the Companies Ordinance (Cap. 622). They are essential when establishing a new company and must be filed with the Hong Kong Companies Registry as part of the incorporation process. These articles define the company's internal management structure, outline shareholders' rights and obligations, establish corporate governance procedures, and set out the basic rules for company operations. The document serves as a constitutional contract between the company and its members, providing clarity on share capital arrangements, director powers, meeting procedures, and decision-making processes. It's particularly crucial as it forms the basis for all future corporate actions and must comply with Hong Kong's stringent regulatory framework.
Suggested Sections

1. Company Name: States the full registered name of the company as approved by the Companies Registry

2. Registered Office: Specifies the registered office address in Hong Kong

3. Objects: Defines the business purposes and activities of the company

4. Limited Liability: Declaration of members' limited liability and extent of contribution

5. Share Capital: Details of initial share capital, classes of shares, and their rights

6. Member Rights and Obligations: Defines the basic rights and obligations of shareholders

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

8. Meetings: Rules for conducting general meetings and board meetings

9. Decision Making: Procedures for passing resolutions and voting rights

10. Company Secretary: Requirements and duties of the company secretary

11. Accounts and Audit: Requirements for financial reporting and audit

12. Notices: Methods and requirements for giving notices to members

13. Winding Up: Procedures for voluntary winding up and distribution of assets

Optional Sections

1. Share Transfer Restrictions: Additional restrictions on the transfer of shares, useful for private companies wanting to maintain control

2. Pre-emptive Rights: Rights of existing shareholders to purchase new shares before they're offered to others

3. Dividend Policy: Specific rules for dividend declarations and payments

4. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration

5. Management Structure: Detailed organizational structure for larger companies

6. Minority Protection: Additional rights and protections for minority shareholders

7. Corporate Social Responsibility: Provisions for environmental and social governance

8. Digital Communications: Provisions for electronic meetings and communications

Suggested Schedules

1. Initial Subscribers: Details of founding members and their initial shareholdings

2. Share Capital Structure: Detailed breakdown of share classes and rights

3. First Directors: List of initial directors and their details

4. Proxy Form: Standard form for appointing proxies at general meetings

5. Corporate Seal: Design and rules for use of the company seal

6. Board Reserved Matters: List of decisions requiring board approval

7. Shareholder Reserved Matters: List of decisions requiring shareholder approval

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

Construction

Transportation

Hospitality

Media and Entertainment

Import/Export

Consulting

E-commerce

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Risk Management

Finance

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Director of Legal Affairs

Board Member

Managing Director

Chief Financial Officer

Corporate Governance Officer

Risk Management Officer

Business Development Director

Company Director

Founding Partner

Corporate Services Manager

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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