The By Laws Articles of Incorporation is a mandatory document required for company formation in Hong Kong under the Companies Ordinance (Cap. 622). It must be filed with the Companies Registry as part of the incorporation process and serves as the company's constitutional document. The Articles define the relationship between the company and its shareholders, establish corporate governance structures, and set out the rights and obligations of various stakeholders. They include essential information about share capital, director appointments, meeting procedures, and decision-making processes. While companies can adopt model articles provided under Hong Kong law, many choose to customize their Articles to better suit their specific business needs while ensuring compliance with local regulations. This document remains crucial throughout the company's lifecycle and can be amended through special resolutions as the business evolves.
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1. Company Name and Type: States the company's full name and whether it is limited by shares, limited by guarantee, or unlimited
2. Registered Office: Specifies the location of the company's registered office in Hong Kong
3. Objects: Details the business purposes and activities the company is authorized to undertake
4. Liability: States the nature and limitation of member liability
5. Share Capital: Specifies the company's share capital structure, classes of shares, and rights attached
6. Membership: Defines rules for membership, share transfer procedures, and shareholder rights
7. General Meetings: Rules for conducting shareholders' meetings, voting procedures, and resolutions
8. Directors and Management: Provisions regarding appointment, removal, powers, and duties of directors
9. Secretary: Requirements and duties of the company secretary
10. Dividends and Reserves: Rules for dividend declaration, payment, and maintenance of reserves
11. Accounts and Audit: Requirements for financial record-keeping and audit procedures
12. Notices: Methods and requirements for giving notices to members
13. Winding Up: Procedures for voluntary dissolution and distribution of assets
1. Preference Shares: Detailed provisions for preference shares if the company issues multiple share classes
2. Executive Officers: Additional provisions for appointed officers beyond directors, used in larger companies
3. Borrowing Powers: Specific provisions regarding company's power to borrow and grant security
4. Alternative Directors: Provisions allowing directors to appoint alternates, useful for international companies
5. Electronic Communications: Provisions for electronic meetings and communications, important for modern companies
6. Share Buy-back: Procedures for company repurchase of shares, if contemplated
7. Restricted Share Transfer: Additional provisions for controlling share transfers, useful for private companies
8. Multiple Corporate Representatives: Provisions for corporate shareholders to appoint multiple representatives
1. Share Capital Structure: Detailed breakdown of share classes and rights
2. Initial Subscribers: List of founding members and their initial shareholdings
3. Director Details: Names, addresses, and details of first directors
4. Company Secretary Details: Information about the appointed company secretary
5. Standard Forms: Template forms for share transfers, proxy appointments, etc.
6. Special Resolutions: Copy of any special resolutions passed before incorporation
7. Seal Specimens: Examples of company seals and authorized signatures
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