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Articles Of Incorporation Foundation for Hong Kong

Articles Of Incorporation Foundation Template for Hong Kong

The Articles of Incorporation for a Foundation in Hong Kong is a fundamental constitutional document that establishes the legal framework for a non-profit organization under Hong Kong's Companies Ordinance (Cap. 622). This document outlines the foundation's charitable or non-profit purposes, governance structure, membership rights, director responsibilities, and operational procedures. It serves as the primary governing document that defines how the foundation will be managed, its objectives, and the limitations on its activities, while ensuring compliance with Hong Kong's legal requirements for charitable organizations and companies limited by guarantee.

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What is a Articles Of Incorporation Foundation?

Articles of Incorporation Foundation documents are essential when establishing a non-profit organization in Hong Kong as a company limited by guarantee. These articles serve as the foundation's constitution and are required for registration with the Hong Kong Companies Registry under the Companies Ordinance (Cap. 622). The document is used when founders wish to create a formal, structured charitable organization with legal personality separate from its members. It includes crucial information about the foundation's purposes, governance structure, membership requirements, and operational procedures. The articles must comply with Hong Kong's legal framework for charitable organizations and typically require approval from both the Companies Registry and, if seeking tax exemption, the Inland Revenue Department. This document is particularly important as it sets the permanent framework for the foundation's operations and can only be modified through specific procedures defined by law.

What sections should be included in a Articles Of Incorporation Foundation?

1. Name and Type of Company: Specifies the foundation's name and that it is a company limited by guarantee

2. Registered Office: States the location of the registered office in Hong Kong

3. Objects and Powers: Defines the foundation's charitable/non-profit purposes and its powers to carry out these purposes

4. Liability of Members: States that liability of members is limited and specifies the amount guaranteed by each member

5. No Distribution of Profits: Declares that profits will be used to further the foundation's objects and not distributed to members

6. Board of Directors: Establishes the structure, appointment process, and powers of the board

7. Membership: Defines membership categories, rights, and obligations

8. General Meetings: Procedures for conducting general meetings and voting

9. Financial Matters: Provisions for accounts, audits, and financial management

10. Amendments to Articles: Procedures for amending the articles

11. Dissolution: Procedures for winding up and asset distribution

What sections are optional to include in a Articles Of Incorporation Foundation?

1. Advisory Board: Establishes an advisory board structure when additional oversight or expertise is desired

2. Branch Offices: Include when the foundation plans to operate multiple offices

3. Specific Program Areas: Detailed sections on specific charitable programs when these are predetermined

4. Investment Powers: Detailed investment guidelines when the foundation will manage substantial assets

5. International Operations: Include when the foundation plans to operate internationally

6. Conflict Resolution: Specific procedures for resolving internal disputes

7. Seal and Logo Usage: Guidelines for using the foundation's seal and logo when branding is important

What schedules should be included in a Articles Of Incorporation Foundation?

1. List of Initial Directors: Names and details of the first directors of the foundation

2. List of Initial Members: Names and details of the founding members

3. Specific Powers: Detailed list of powers granted to the foundation to achieve its objects

4. Board Committees: Structure and terms of reference for standing committees

5. Initial Assets: Details of any assets transferred to the foundation upon incorporation

6. Proxy Form: Standard form for proxy voting at general meetings

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Cost

Free to use

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