The Memorandum and Articles of Incorporation is a mandatory document required when establishing a company in Hong Kong under the Companies Ordinance (Cap. 622). This document serves as the company's constitution, defining its purpose, structure, and internal management rules. It must be filed with the Hong Kong Companies Registry during the incorporation process and becomes a matter of public record. The document includes essential information about share capital, shareholders' rights, directors' powers, and corporate governance procedures. While companies can adopt model articles provided under Hong Kong law, many choose to customize their Memorandum and Articles of Incorporation to better suit their specific business needs and governance requirements.
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1. Company Name Clause: States the company's name as approved by the Companies Registry
2. Registered Office: Specifies the registered office location in Hong Kong
3. Objects Clause: If required, states the company's business objectives and scope of activities
4. Limited Liability: Declaration that members' liability is limited
5. Share Capital: Details of authorized share capital, classes of shares, and rights attached
6. Directors and Management: Provisions regarding appointment, removal, powers, and duties of directors
7. Meetings: Rules for conducting board and shareholder meetings
8. Voting Rights: Procedures and rights for voting at general meetings
9. Share Transfer and Transmission: Rules governing the transfer and transmission of shares
10. Dividends and Reserves: Provisions for dividend declaration and reserve accounts
11. Company Secretary: Requirements and duties of the company secretary
12. Seal and Authentication: Rules regarding company seal usage and document authentication
13. Winding Up: Procedures for voluntary winding up and asset distribution
1. Pre-emption Rights: Optional provisions giving existing shareholders first right to purchase new shares - typically included in private companies
2. Alternate Directors: Provisions allowing directors to appoint alternates - useful for international companies
3. Different Share Classes: Detailed provisions for multiple share classes if the company plans to issue different types of shares
4. Drag-Along Rights: Provisions forcing minority shareholders to join in the sale of the company - useful for companies planning future sales
5. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of majority shares - for minority shareholder protection
6. Electronic Communications: Provisions explicitly allowing electronic notices and meetings - recommended for modern companies
7. Shareholders' Reserved Matters: List of decisions requiring special shareholder approval - useful for companies with multiple shareholders
1. Initial Subscribers: Details of founding members and their initial shareholdings
2. Share Capital Structure: Detailed breakdown of share classes and rights if multiple share classes exist
3. First Directors: List of initial directors and their details
4. Reserved Matters: Detailed list of matters requiring special approval, if applicable
5. Form of Share Certificate: Template for share certificates to be issued by the company
6. Proxy Form: Standard form for appointing proxies at general meetings
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Education
Construction
Transportation
Energy
Media and Entertainment
Hospitality
E-commerce
All Business Sectors
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board of Directors
Executive Leadership
Risk Management
Corporate Affairs
Regulatory Affairs
Relevant Roles
Company Director
Chief Executive Officer
Company Secretary
Chief Legal Officer
Corporate Lawyer
Compliance Officer
Board Member
Chief Financial Officer
Corporate Governance Officer
Managing Director
Shareholder
Legal Counsel
Corporate Affairs Manager
Risk Manager
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