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Memorandum Of Society Template for Hong Kong

A Memorandum of Society is a fundamental constitutional document required under Hong Kong law for establishing and registering a society. It outlines the society's core characteristics, including its name, objectives, powers, membership structure, and governance framework. The document must comply with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, particularly when the society is structured as a company limited by guarantee. It serves as the primary reference point for the society's operations and defines its relationship with members and external stakeholders.

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What is a Memorandum Of Society?

The Memorandum of Society is a crucial document required when establishing a society in Hong Kong. It must be filed with the Hong Kong Companies Registry and serves as the foundation for the society's legal existence and operations. This document is typically used when forming non-profit organizations, charitable institutions, professional associations, or community groups. The Memorandum of Society contains essential information about the society's objectives, powers, membership structure, and governance framework, ensuring compliance with the Companies Ordinance (Cap. 622) and other relevant Hong Kong regulations. It's particularly important for organizations seeking official recognition, tax exemptions, or charitable status, as it defines the society's non-profit nature and public benefit purposes.

What sections should be included in a Memorandum Of Society?

1. Name of Society: States the official name of the society as it will be registered

2. Registered Office: Specifies the registered office address in Hong Kong

3. Objects: Details the purposes and objectives for which the society is established

4. Powers: Lists the powers the society may exercise to carry out its objects

5. Liability of Members: States that the liability of members is limited

6. Non-Profit Declaration: Declaration that the society's income and property shall be applied solely towards its objects

7. Prohibition of Distribution: States that no portion of the society's income or property shall be paid or transferred to members

8. Membership: Defines the categories of membership and basic membership requirements

9. Winding Up: Provisions regarding the dissolution of the society and distribution of assets

What sections are optional to include in a Memorandum Of Society?

1. Share Capital: Required only if the society is limited by shares - specifies the initial share capital structure

2. Religious Affiliation: Required for societies with religious purposes - states the religious denomination or affiliation

3. Educational Purpose: Required for educational societies - specifies educational objectives and target beneficiaries

4. Charitable Status: Required for societies seeking charitable status - includes specific provisions to comply with charitable requirements

5. Branch Establishment: Optional section for societies planning to establish branches - outlines procedures for branch creation

6. International Activities: Required for societies with international operations - specifies scope of international activities

What schedules should be included in a Memorandum Of Society?

1. Schedule 1: Founding Members: Lists the names, addresses, and occupations of the founding members

2. Schedule 2: Initial Committee Members: Details of the first committee members or directors

3. Schedule 3: Society Rules: Detailed rules and regulations for the operation of the society

4. Schedule 4: Membership Categories: Detailed description of different membership categories and their rights

5. Schedule 5: Forms: Standard forms for membership application, transfer, or other society procedures

6. Appendix A: Code of Conduct: Guidelines for member behavior and ethics

7. Appendix B: Financial Procedures: Detailed procedures for handling society funds and assets

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Cost

Free to use

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