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Business Articles Of Association

Business Articles Of Association Template for Hong Kong

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Key Requirements PROMPT example:

Business Articles Of Association

"I need Business Articles of Association for a Hong Kong technology startup with multiple share classes, including provisions for employee share options and specific protections for minority shareholders, planning to launch operations in March 2025."

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Document background
Business Articles of Association are a mandatory requirement for company incorporation in Hong Kong, governed by the Companies Ordinance (Cap. 622). This document serves as the company's constitutional framework, defining the relationships between shareholders, directors, and the company itself. It must be filed with the Companies Registry during incorporation and can be modified later through special resolutions. The Articles contain crucial provisions about share capital, transfer of shares, appointment of directors, meeting procedures, and other governance matters. While companies can adopt model articles provided under Hong Kong law, many choose to customize their Articles to suit specific business needs while ensuring compliance with local regulations.
Suggested Sections

1. Preliminary: Contains interpretation clauses, definitions, and explains how the Articles should be read

2. Company Name and Type: Specifies the company name, type (private/public) and any restrictions on name changes

3. Share Capital and Rights: Details the company's share capital structure, classes of shares, and associated rights

4. Share Certificates and Transfers: Procedures for issuing share certificates and regulations governing share transfers

5. Members and Membership: Rules regarding membership, register of members, and member rights

6. General Meetings: Procedures for convening and conducting general meetings, including notice requirements

7. Voting Rights and Procedures: Rules governing voting at meetings, including proxies and poll requirements

8. Directors and Board Meetings: Appointment, removal, powers, and duties of directors, and board meeting procedures

9. Company Secretary: Appointment and duties of the company secretary

10. Dividends and Reserves: Rules for declaring dividends and managing company reserves

11. Accounts and Audit: Requirements for maintaining accounts and conducting audits

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

13. Winding Up: Procedures and rules governing company dissolution

14. Indemnity and Insurance: Provisions for indemnifying officers and maintaining insurance

Optional Sections

1. Share Buy-back: Include when the company wants the explicit power to purchase its own shares

2. Preference Shares: Include when the company plans to issue different classes of shares with preferential rights

3. Restricted Objects: Include when the company wants to restrict its objects or activities

4. Executive Officers: Include when the company wants specific provisions for managing director or other executive positions

5. Alternate Directors: Include when allowing directors to appoint alternates

6. Electronic Communications: Include to explicitly allow electronic meetings and communications

7. Shareholders' Reserved Matters: Include when certain decisions require special shareholder approval

8. Tag-Along and Drag-Along Rights: Include for private companies with multiple shareholders requiring exit provisions

Suggested Schedules

1. Proxy Form: Standard form for appointing proxies for general meetings

2. Share Certificate Format: Template for share certificates

3. Board Reserved Matters: List of matters requiring board approval

4. Seal Usage Procedures: Procedures for using the company seal

5. Directors' Written Resolution Format: Template for written resolutions of directors

6. Members' Written Resolution Format: Template for written resolutions of members

7. Notice of General Meeting Format: Template for meeting notices

8. Share Transfer Form: Standard form for transferring shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Hospitality

Construction

Trading

Logistics

Media and Entertainment

Telecommunications

Energy

All Business Sectors

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Risk Management

Executive Management

Administrative

Corporate Affairs

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Director

Chief Executive Officer

Chief Financial Officer

Board Member

Corporate Governance Officer

Risk Manager

Managing Director

Company Administrator

Legal Director

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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