The Company's Articles of Association is a mandatory document required for every company incorporated in Hong Kong under the Companies Ordinance (Cap. 622). This document serves as the company's constitution, establishing the fundamental rules and regulations governing the company's internal management and operations. The Articles of Association defines the relationships between the company and its stakeholders, outlines corporate governance procedures, and specifies how key decisions are made. It must comply with Hong Kong's legal framework while being tailored to the specific needs of the company. Companies may either adopt the model articles provided under the Companies (Model Articles) Notice or create customized articles that suit their specific requirements, provided they comply with statutory requirements.
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1. Interpretation: Defines key terms used throughout the articles and sets rules for interpretation
2. Company Name and Type: Specifies the company name and whether it is limited by shares
3. Share Capital and Rights: Details the company's share capital structure and associated rights
4. Share Certificates: Provisions regarding the issuance and replacement of share certificates
5. Transfer of Shares: Rules and procedures for transferring shares between parties
6. Transmission of Shares: Procedures for share transmission in case of death or bankruptcy
7. General Meetings: Rules for conducting general meetings, including notice requirements and proceedings
8. Voting Rights: Details of voting procedures and rights of shareholders
9. Directors: Appointment, removal, powers, and duties of directors
10. Board Meetings: Procedures for conducting board meetings and decision-making
11. Company Secretary: Appointment and duties of the company secretary
12. Dividends and Reserves: Rules for declaring dividends and maintaining reserves
13. Accounts and Audit: Requirements for maintaining accounts and conducting audits
14. Notices: Methods and requirements for giving notices to members
15. Winding Up: Procedures for voluntary winding up and distribution of assets
1. Preference Shares: Additional provisions for companies issuing different classes of shares with preferential rights
2. Share Buy-back: Procedures for the company to purchase its own shares, if permitted
3. Alternate Directors: Provisions allowing directors to appoint alternates to act in their absence
4. Executive Directors: Special provisions for directors holding executive positions
5. Borrowing Powers: Specific provisions regarding the company's power to borrow and grant security
6. Electronic Communications: Provisions for electronic meetings and communications, increasingly common post-COVID
7. Indemnity and Insurance: Additional protection for directors and officers
8. Share Options: Provisions for granting options over shares, useful for companies planning employee share schemes
1. Proxy Form: Standard form for appointing proxies for general meetings
2. Share Transfer Form: Standard form for transferring shares
3. Board Reserved Matters: List of matters requiring board approval
4. Shareholder Reserved Matters: List of matters requiring shareholder approval
5. Share Certificate Format: Template for share certificates
6. Virtual Meeting Procedures: Detailed procedures for conducting virtual or hybrid meetings
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