Articles of Association For Company Limited By Guarantee is a mandatory document required when establishing a non-profit organization in Hong Kong under the Companies Ordinance (Cap. 622). This document type is specifically used for organizations that operate without share capital and where members act as guarantors rather than shareholders, typically guaranteeing a nominal amount (often HK$100) in the event of winding up. The articles outline the organization's objectives, governance structure, membership requirements, and operational procedures. It's commonly used by charitable organizations, professional bodies, religious institutions, and other non-profit entities. The document must comply with Hong Kong legal requirements while being tailored to the specific needs of the organization, including provisions for member admission, board composition, meeting procedures, and asset distribution restrictions to maintain non-profit status.
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1. Company Name and Type: Specifies the company name and establishes it as a company limited by guarantee
2. Interpretation: Defines key terms used throughout the articles
3. Objects: Details the purpose and objectives of the company, particularly important for non-profit/charitable purposes
4. Liability of Members: States the guarantee amount and limited liability of members
5. Application of Income and Property: Specifies how company income and property must be applied, including non-profit distribution requirements
6. Membership: Details membership qualifications, rights, and procedures for admission
7. General Meetings: Rules for conducting annual and extraordinary general meetings
8. Voting Rights: Specifies voting procedures and rights of members
9. Directors: Covers appointment, removal, powers, and duties of directors
10. Board Meetings: Procedures for board meetings and decision-making
11. Company Secretary: Appointment and duties of the company secretary
12. Accounts and Audit: Requirements for financial record-keeping and audit
13. Notices: Procedures for giving notices to members
14. Winding Up: Procedures for dissolution and distribution of assets
1. Executive Committee: Include when the organization wants a management committee separate from the board
2. Advisory Board: Include when the organization wants to establish a non-governing advisory body
3. Branches: Include when the organization plans to establish multiple branches or chapters
4. Alternates: Include when allowing directors to appoint alternates to act in their absence
5. Electronic Communications: Include detailed provisions for virtual meetings and electronic communications
6. Indemnity and Insurance: Include specific provisions for director and officer protection
7. Common Seal: Include if the company chooses to have a common seal (optional under current law)
1. Membership Application Form: Standard form for membership applications
2. Proxy Form: Standard form for appointing proxies at general meetings
3. Internal Regulations: Detailed operational procedures and rules that may need periodic updates
4. Code of Conduct: Ethical guidelines and behavior expectations for members and directors
5. Conflict of Interest Policy: Detailed procedures for handling conflicts of interest
6. Standing Orders for Meetings: Detailed procedures for conducting various types of meetings
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