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By Laws Articles Of Association

By Laws Articles Of Association Template for Hong Kong

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Key Requirements PROMPT example:

By Laws Articles Of Association

"I need By Laws Articles of Association for a Hong Kong technology startup with dual-class share structure, including specific provisions for founder shares with enhanced voting rights and protective provisions for future venture capital investment rounds."

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Document background
By Laws Articles of Association are mandatory constitutional documents required for every company incorporated in Hong Kong under the Companies Ordinance (Cap. 622). They establish the internal management rules, defining relationships between shareholders, directors, and the company itself. The document must be filed with the Companies Registry upon incorporation and can be modified through special resolutions. It includes crucial provisions about share capital, corporate governance, decision-making processes, and administrative procedures. Companies can either adopt model articles provided under Cap. 622H or create customized articles tailored to their specific needs, though they must comply with mandatory provisions of Hong Kong company law.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the Articles and rules of interpretation

2. Company Name and Type: Specification of company name and type (private/public limited by shares)

3. Liability of Members: Statement on the limited liability of members

4. Share Capital and Initial Shareholdings: Details of share capital structure, classes of shares, and rights attached

5. Share Rights and Restrictions: Provisions regarding share transfers, transmissions, and limitations

6. Share Certificates: Rules regarding issuance, replacement, and format of share certificates

7. Lien on Shares: Company's rights over partly paid shares

8. Calls on Shares: Provisions for making calls on partly paid shares

9. Transfer and Transmission of Shares: Procedures and restrictions for transferring shares

10. General Meetings: Rules for conducting general meetings, including notice requirements

11. Proceedings at General Meetings: Procedures for general meetings, including voting and proxies

12. Directors and Board: Appointment, removal, and powers of directors

13. Directors' Meetings: Procedures for board meetings and decision-making

14. Company Secretary: Appointment and duties of company secretary

15. Dividends and Reserves: Rules for declaring and paying dividends

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

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

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

Optional Sections

1. Preference Shares: Additional provisions for preference shares if the company plans to issue different classes of shares

2. Share Warrants: Provisions for issuing share warrants to bearer, if applicable

3. Borrowing Powers: Specific provisions regarding company's power to borrow and grant security

4. Alternate Directors: Provisions allowing directors to appoint alternates

5. Executive Directors: Specific provisions for appointment and powers of executive directors

6. Committees of Directors: Rules for establishing and operating board committees

7. Stock: Provisions for converting paid-up shares into stock

8. Capitalization of Profits: Procedures for capitalizing profits or reserves

9. Buy-back of Shares: Procedures and rules for company buying back its own shares

10. Electronic Communications: Provisions for electronic meetings and communications

11. Corporate Representatives: Provisions for corporate shareholders to appoint representatives

12. Class Rights: Detailed provisions regarding different share classes and their rights

Suggested Schedules

1. Schedule 1: Details of Initial Subscribers: Names, addresses, and initial shareholdings of founding members

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

3. Schedule 3: Proxy Form Template: Standard form for appointing proxies for general meetings

4. Schedule 4: Seal Format: Description and requirements for company seal usage

5. Schedule 5: Share Certificate Template: Standard format for share certificates

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
Relevant legal definitions













































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Education

Transportation

Energy

Construction

Telecommunications

Media

Hospitality

All Business Sectors

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Corporate Governance

Risk Management

Corporate Affairs

Executive Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Company Director

Board Chairman

Chief Legal Officer

Chief Operating Officer

Corporate Affairs Manager

Shareholder Relations 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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