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Certificate Of Incorporation And Memorandum And Articles Of Association
"I need a Certificate of Incorporation and Memorandum and Articles of Association for a new Hong Kong technology startup launching in March 2025, with provisions for a single share class, protection for minority shareholders, and employee share option arrangements."
1. Certificate of Incorporation: Official certificate issued by the Companies Registry confirming the company's incorporation and including company name, registration number, and date of incorporation
2. Company Name and Type: Statement of the company's full registered name and type (e.g., private company limited by shares)
3. Registered Office: Statement of the company's registered office address in Hong Kong
4. Liability Statement: Declaration of members' limited liability and extent of their contribution
5. Share Capital: Details of the company's share capital structure, including types of shares and their rights
6. Initial Shareholders: Information about the founding members and their shareholdings
7. Directors and Company Secretary: Provisions regarding appointment, removal, and powers of directors and company secretary
8. Meetings and Resolutions: Rules for conducting shareholders' and directors' meetings, voting procedures
9. Share Transfers: Procedures and restrictions for transferring shares
10. Dividends and Reserves: Rules governing dividend declarations and maintenance of reserves
1. Pre-emption Rights: Optional provisions giving existing shareholders first right to purchase new shares or shares being sold
2. Class Rights: Special rights attached to different classes of shares, if the company has multiple share classes
3. Alternate Directors: Provisions allowing directors to appoint alternates, useful for larger companies
4. Electronic Communications: Provisions for electronic notices and meetings, recommended for modern companies
5. Tag-Along Rights: Protection for minority shareholders in case of sale by majority shareholders
6. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in the sale of the company
7. Share Buy-back: Provisions allowing the company to purchase its own shares
8. Borrowing Powers: Specific provisions regarding the company's power to borrow and grant security
1. Initial Shareholding Table: Detailed table showing initial share allocation among founding members
2. Share Certificate Template: Standard form of share certificate to be issued by the company
3. Proxy Form: Standard form for appointing proxies for general meetings
4. Board Resolution Templates: Standard templates for common board resolutions
5. Notice Templates: Standard forms for various notices required under the Articles
6. Share Transfer Form: Standard form for transferring shares between parties
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