The Incorporation Agreement is a fundamental document used when establishing a new company in Hong Kong, serving as the founding contract between initial shareholders. This document is essential when two or more parties wish to formalize their business relationship and establish a company under Hong Kong law. It outlines crucial aspects such as shareholding structure, management rights, decision-making processes, and shareholder obligations, all while ensuring compliance with the Hong Kong Companies Ordinance and related regulations. The agreement is particularly important as it helps prevent future disputes by clearly defining shareholders' rights and responsibilities, share transfer restrictions, and corporate governance mechanisms. It should be prepared with professional legal guidance to ensure all Hong Kong statutory requirements are met and the company's specific needs are properly addressed.
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1. Parties: Identification of all founding shareholders/subscribers, including full names, addresses, and occupation details as required by Hong Kong law
2. Background: Context of the company formation and the purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including specific Hong Kong legal terminology
4. Company Formation: Details of the company to be formed, including proposed name, registered office, and business objectives
5. Share Capital and Shareholdings: Initial share capital structure, share classes, and allocation among founding shareholders
6. Directors and Management: Appointment of initial directors, company secretary, and basic management structure
7. Shareholders' Obligations: Core obligations of shareholders including capital contributions and compliance with Hong Kong company law
8. Transfer of Shares: Basic rules for share transfers, including right of first refusal and transfer restrictions
9. General Meetings: Procedures for conducting shareholders' meetings and voting rights
10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
11. Confidentiality: Obligations regarding company and shareholder confidential information
12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and Hong Kong courts' jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Used when founders are contributing IP to the company, specifying ownership and licensing arrangements
2. Non-Competition: Include when shareholders have other business interests that could compete with the company
3. Dividend Policy: Optional section specifying agreed principles for dividend distributions
4. Tag-Along and Drag-Along Rights: Include for companies expecting future investment or exit opportunities
5. Deadlock Resolution: Important for companies with equal shareholding splits
6. Employee Share Scheme: Include if planning to implement an employee share option plan
7. Business Plan: Include when specific business objectives or milestones need to be agreed upon
8. Founder Commitments: Used when founders need to commit specific time or resources to the business
1. Schedule 1 - Share Capital and Shareholdings: Detailed breakdown of share capital structure, share classes, and initial shareholding allocation
2. Schedule 2 - Initial Directors and Officers: List of initial directors, company secretary, and other officers with their details
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4 - Articles of Association: Proposed articles of association or modifications to model articles
5. Schedule 5 - Business Plan: Initial business plan and financial projections if agreed upon
6. Schedule 6 - Intellectual Property: List of any IP being transferred to the company
7. Appendix A - Forms and Notices: Required incorporation forms and notices for submission to Companies Registry
8. Appendix B - Shareholders' Particulars: Detailed information about shareholders as required by Hong Kong law
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