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Original Articles Of Incorporation

Original Articles Of Incorporation Template for Hong Kong

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Key Requirements PROMPT example:

Original Articles Of Incorporation

"I need Original Articles of Incorporation for a Hong Kong technology startup planned for March 2025, with provisions for two share classes (ordinary and preferred), tag-along rights for investors, and specific clauses for future employee share options."

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Document background
Original Articles of Incorporation are required when establishing a new company in Hong Kong under the Companies Ordinance (Cap. 622). This document serves as the company's constitution and must be filed with the Companies Registry as part of the incorporation process. It contains essential information about the company's structure, including share capital, shareholder rights, director responsibilities, and governance procedures. The Articles define how the company will operate, make decisions, and manage relationships between shareholders, directors, and other stakeholders. While companies can adopt model articles provided under Hong Kong law, many choose to customize their Articles of Incorporation to better suit their specific needs and objectives. The document remains crucial throughout the company's lifetime, though it can be amended through special resolutions when necessary.
Suggested Sections

1. Company Name and Type: States the company's full name and type (e.g., limited by shares, limited by guarantee)

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

3. Company Objects: If required, states the objectives and purposes of the company

4. Liability of Members: Declares the nature and limitation of member liability

5. Share Capital: Details the company's share capital structure, including types and classes of shares

6. Initial Shareholdings: Lists the founding members and their initial share allocations

7. Directors and Company Secretary: Provisions regarding appointment, removal, and powers of directors and company secretary

8. Meetings and Resolutions: Rules for conducting general meetings and passing resolutions

9. Share Transfers: Procedures and restrictions for transferring shares

10. Dividends and Reserves: Rules governing dividend declarations and maintenance of reserves

Optional Sections

1. Pre-emptive Rights: Grants existing shareholders priority rights to purchase new share issues - typically included for private companies

2. Tag-Along Rights: Protects minority shareholders by allowing them to join in the sale of shares by majority shareholders

3. Drag-Along Rights: Enables majority shareholders to force minority shareholders to join in the sale of shares

4. Share Class Rights: Detailed rights attached to different classes of shares - included when multiple share classes exist

5. Board Committees: Establishes and defines various board committees - typically included for larger companies

6. Alternate Directors: Provisions for appointing alternate directors - useful for international companies

7. Electronic Communications: Provisions for electronic notices and meetings - recommended for modern companies

8. Corporate Seal: Rules regarding the company seal - optional under modern Hong Kong law

Suggested Schedules

1. Initial Subscribers: Details of founding members including names, addresses, and initial shareholdings

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

3. First Directors: Names and details of first directors and company secretary

4. Reserved Matters: List of decisions requiring special approval or enhanced majority

5. Share Transfer Forms: Template forms for share transfers and related documentation

6. Proxy Forms: Standard forms for appointing proxies at general meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Trading

Logistics

Construction

Hospitality

Media and Entertainment

Telecommunications

Energy

Consumer Goods

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Finance

Administrative

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Compliance Officer

Board Director

Corporate Governance Officer

Managing Director

Chief Legal Officer

Company Director

Board Secretary

Incorporation Specialist

Corporate Administrator

Regulatory Compliance 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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