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Company Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Company Agreement

"I need a Company Agreement for a Hong Kong technology startup with three founding shareholders, including provisions for future investment rounds and an employee share option plan to be implemented by March 2025."

Document background
The Company Agreement is a foundational document used when establishing or restructuring a company in Hong Kong. It serves as the primary governing document that defines the relationship between shareholders, directors, and the company itself. This agreement is particularly crucial in Hong Kong's business environment, where companies must comply with the Companies Ordinance (Cap. 622) and related regulations. The document typically includes detailed provisions on share ownership, transfer restrictions, management structure, decision-making processes, and dispute resolution mechanisms. It's especially important for joint ventures, start-ups, and companies with multiple shareholders, as it provides clarity on governance and helps prevent future disputes. The Company Agreement must be drafted in accordance with Hong Kong law and should reflect both mandatory legal requirements and the specific commercial arrangements agreed upon by the parties.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names and registration details

2. Background: Context of the agreement, including the purpose of forming the company and any relevant historical information

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document

4. Company Name and Business: Specification of the company name, registered office, and nature of business

5. Share Capital and Shareholdings: Details of share capital structure, classes of shares, and initial shareholding allocation

6. Directors and Management: Appointment, removal, and powers of directors, board composition, and management structure

7. Shareholders' Rights and Obligations: Rights, responsibilities, and obligations of shareholders, including voting rights and dividend policies

8. Meetings and Resolutions: Procedures for board and shareholders' meetings, voting mechanisms, and resolution requirements

9. Share Transfer Restrictions: Restrictions on transfer of shares, pre-emption rights, and transfer procedures

10. Financial Matters: Financial management, accounts, audits, and dividend distribution policies

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Termination: Circumstances and procedures for terminating the agreement

13. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for dispute resolution

14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Tag-Along and Drag-Along Rights: Optional provisions for share sale mechanisms, particularly useful for companies with multiple shareholders

2. Non-Competition and Non-Solicitation: Restrictions on competitive activities, relevant when protecting company interests from shareholder competition

3. Intellectual Property Rights: Provisions regarding ownership and protection of IP, essential for technology or creative businesses

4. Employee Share Option Plan: Framework for employee share ownership, relevant when planning employee incentivization

5. Deadlock Resolution: Mechanisms for resolving shareholder disputes, particularly important for 50/50 joint ventures

6. Corporate Social Responsibility: Commitments to social and environmental responsibilities, relevant for companies with ESG focus

7. International Operations: Provisions for international business activities, relevant for companies operating across borders

8. Alternative Dispute Resolution: Mediation and arbitration procedures, useful for companies preferring alternatives to court litigation

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, and company secretary information

2. Schedule 2: Initial Shareholdings: Detailed breakdown of initial share allocation and share classes

3. Schedule 3: Reserved Matters: List of decisions requiring special approval from directors or shareholders

4. Schedule 4: Board Composition: Details of initial board members and any special appointment rights

5. Schedule 5: Business Plan: Initial business plan and strategic objectives

6. Schedule 6: Share Valuation Methodology: Agreed methods for valuing shares for transfer purposes

7. Appendix A: Form of Share Transfer Notice: Template for share transfer notifications

8. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Trading and Distribution

Construction

Hospitality

E-commerce

Media and Entertainment

Telecommunications

Logistics and Transportation

Relevant Teams

Legal

Corporate Governance

Compliance

Board of Directors

Executive Management

Company Secretariat

Finance

Risk Management

Corporate Affairs

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Chief Legal Officer

Corporate Governance Officer

Investment Director

Shareholder Relations Manager

Risk Management Officer

Business Development Director

Company Founder

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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