Foundation Articles of Incorporation are essential when establishing a new foundation in Hong Kong, typically used when setting up non-profit organizations, charitable entities, or social enterprises. This document is required under the Hong Kong Companies Ordinance (Cap. 622) and must be filed with the Companies Registry as part of the incorporation process. It contains crucial information about the foundation's structure, governance, objectives, and operational framework. The Articles serve as the foundation's constitution, defining everything from basic organizational details to complex governance mechanisms. They are particularly important for organizations seeking charitable status or tax exemptions under Hong Kong law, as they must explicitly state charitable purposes and demonstrate compliance with relevant regulations.
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1. Company Name: States the foundation's name and any restrictions on name changes
2. Registered Office: Specifies the registered office address in Hong Kong
3. Objects: Details the foundation's purposes, aims, and permitted activities
4. Liability of Members: States that member liability is limited and defines the extent of such limitation
5. Capital Structure: Describes the foundation's capital structure, including details of share capital if applicable
6. Board of Directors: Outlines the composition, appointment, removal, and powers of directors
7. Meetings: Details procedures for board meetings and general meetings
8. Voting Rights: Specifies voting procedures and rights of members/directors
9. Financial Matters: Covers financial management, accounts, and audit requirements
10. Amendment Provisions: Procedures for amending the articles
11. Dissolution: Procedures for winding up and distribution of assets
1. Charitable Purposes: Required if the foundation seeks charitable status, detailing specific charitable objectives and activities
2. Advisory Board: Include if the foundation will have an advisory board separate from the board of directors
3. Branch Offices: Include if the foundation plans to establish offices outside Hong Kong
4. Membership Classes: Include if the foundation will have different classes of members with varying rights
5. Investment Powers: Detailed investment guidelines and restrictions, particularly relevant for foundations with significant assets
6. Conflict Resolution: Specific procedures for resolving internal disputes
7. Seal Usage: Rules regarding the company seal if the foundation chooses to have one
1. Initial Directors: List of first directors with their details and consent
2. Initial Members: List of founding members with their details
3. Proxy Form: Standard form for proxy appointments at meetings
4. Reserved Matters: List of decisions requiring special approval
5. Asset Schedule: Initial assets or contributions to the foundation
6. Governance Procedures: Detailed procedures for specific governance matters
7. Conflict of Interest Policy: Detailed policy for handling conflicts of interest
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