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Companies Memorandum Of Association Template for Hong Kong

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Key Requirements PROMPT example:

Companies Memorandum Of Association

"I need a Companies Memorandum of Association for a private Hong Kong technology company with two share classes (ordinary and preference shares), planning to incorporate in March 2025 with an initial share capital of HKD 10,000,000."

Document background
The Companies Memorandum of Association is a mandatory document required when incorporating a company in Hong Kong, governed by the Companies Ordinance (Cap. 622). It serves as the foundation stone of a company's existence, establishing its basic structure and defining its relationship with the external world. This document must be filed with the Hong Kong Companies Registry during the incorporation process and includes crucial information such as the company's name, registered office location, liability status, and share capital structure. While the modern Companies Ordinance has simplified some requirements compared to its predecessor, the Memorandum remains a vital document that must be carefully drafted to ensure compliance with Hong Kong law and to properly reflect the company's intended structure and operations.
Suggested Sections

1. Company Name Clause: States the full registered name of the company in English and/or Chinese

2. Registered Office Clause: Declares that the company's registered office will be situated in Hong Kong

3. Objects Clause: If required, states the specific business objectives and activities of the company (note: no longer mandatory under Cap. 622 but may be included if desired)

4. Liability Clause: States that the liability of members is limited by shares or by guarantee

5. Share Capital Clause: Details the company's share capital structure, including types of shares and their nominal value

6. Association Clause: Contains the declaration of association by the founding members to form the company

Optional Sections

1. Restrictions Clause: Used when the company wishes to impose specific restrictions on its business activities or powers

2. Special Rights: Included when certain share classes carry special rights or restrictions

3. Private Company Restrictions: Used for private companies to restrict the right to transfer shares and limit the number of members

4. Objects for Charitable Companies: Required for companies seeking charitable status, specifying their charitable objectives

Suggested Schedules

1. Initial Shareholding Schedule: Lists the initial subscribers and their respective shareholdings

2. Share Capital Structure: Detailed breakdown of different share classes and their respective rights

3. Form of Share Certificate: Template for the company's share certificates

4. Subscriber Details: Complete information about the founding members including names, addresses, and occupations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















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Relevant Industries

Legal Services

Corporate Services

Financial Services

Professional Services

Business Consulting

Company Registration Services

Banking

Investment

Startups

Small and Medium Enterprises

Large Corporations

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Corporate Affairs

Business Development

Finance

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Director

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Governance Officer

Business Development Manager

Company Incorporation Specialist

Managing Partner

Board Member

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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