The Certificate of Incorporation and Memorandum and Articles of Association is a mandatory requirement for all companies seeking to incorporate in Hong Kong. This document set is essential for establishing a company's legal existence and operating framework under Hong Kong law. It must comply with the Companies Ordinance (Cap. 622) and is filed with the Hong Kong Companies Registry during the incorporation process. The document serves multiple purposes: it proves the company's legal existence through the Certificate of Incorporation, defines the company's objectives and powers, establishes the rights and obligations of shareholders and directors, and sets out the internal management rules. It becomes the primary reference point for corporate governance matters and is crucial for future corporate actions, including capital raising, share transfers, and corporate restructuring. The document must be prepared with careful consideration of both mandatory legal requirements and the specific needs of the business.
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1. Certificate of Incorporation: Official certificate issued by the Companies Registry confirming the company's incorporation and including company name, registration number, and date of incorporation
2. Company Name and Type: Statement of the company's full registered name and type (e.g., private company limited by shares)
3. Registered Office: Statement of the company's registered office address in Hong Kong
4. Liability Statement: Declaration of members' limited liability and extent of their contribution
5. Share Capital: Details of the company's share capital structure, including types of shares and their rights
6. Initial Shareholders: Information about the founding members and their shareholdings
7. Directors and Company Secretary: Provisions regarding appointment, removal, and powers of directors and company secretary
8. Meetings and Resolutions: Rules for conducting shareholders' and directors' meetings, voting procedures
9. Share Transfers: Procedures and restrictions for transferring shares
10. Dividends and Reserves: Rules governing dividend declarations and maintenance of reserves
1. Pre-emption Rights: Optional provisions giving existing shareholders first right to purchase new shares or shares being sold
2. Class Rights: Special rights attached to different classes of shares, if the company has multiple share classes
3. Alternate Directors: Provisions allowing directors to appoint alternates, useful for larger companies
4. Electronic Communications: Provisions for electronic notices and meetings, recommended for modern companies
5. Tag-Along Rights: Protection for minority shareholders in case of sale by majority shareholders
6. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in the sale of the company
7. Share Buy-back: Provisions allowing the company to purchase its own shares
8. Borrowing Powers: Specific provisions regarding the company's power to borrow and grant security
1. Initial Shareholding Table: Detailed table showing initial share allocation among founding members
2. Share Certificate Template: Standard form of share certificate to be issued by the company
3. Proxy Form: Standard form for appointing proxies for general meetings
4. Board Resolution Ƶ: Standard templates for common board resolutions
5. Notice Ƶ: Standard forms for various notices required under the Articles
6. Share Transfer Form: Standard form for transferring shares between parties
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