Entrenched Articles of Association are essential for companies in Hong Kong seeking to provide enhanced protection for certain fundamental provisions of their constitution. This document is particularly relevant when stakeholders wish to ensure that specific aspects of the company's governance or operational framework cannot be easily modified without meeting heightened approval requirements. Governed by the Hong Kong Companies Ordinance (Cap. 622), these articles typically include provisions relating to shareholder rights, corporate governance, share transfer restrictions, and decision-making processes. The entrenchment mechanism makes certain provisions more difficult to amend than through the standard special resolution process, providing additional security for key stakeholders. This document is commonly used in joint ventures, family businesses, or companies with complex shareholder arrangements where maintaining certain fundamental principles is crucial to the company's operation and stakeholder relationships.
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1. Interpretation: Definitions of key terms used throughout the articles and rules of interpretation
2. Private Company Status: Declaration of private company status and related restrictions
3. Share Capital and Rights: Details of share capital structure, classes of shares, and associated rights
4. Entrenched Provisions: Explicit identification of entrenched provisions and procedures for their amendment
5. Share Certificates and Transfers: Procedures for issuing certificates and transferring shares
6. General Meetings: Rules for conducting general meetings, including notice requirements and proceedings
7. Voting Rights: Procedures for voting, including polls, proxies, and corporate representatives
8. Directors: Appointment, removal, powers, and duties of directors
9. Board Meetings: Procedures for board meetings, including notice, quorum, and voting
10. Secretary: Appointment and duties of the company secretary
11. Dividends and Reserves: Rules for declaring dividends and maintaining reserves
12. Accounts and Audit: Requirements for maintaining accounts and conducting audits
13. Notices: Methods and requirements for giving notices to members
14. Winding Up: Procedures for voluntary winding up and distribution of assets
15. Indemnity and Insurance: Provisions for indemnifying officers and maintaining insurance
1. Pre-emption Rights: Detailed procedures for offering shares to existing shareholders before third parties, optional for private companies
2. Tag-Along and Drag-Along Rights: Special rights for share transfers in private companies, used for shareholder protection
3. Share Option Schemes: Framework for employee share options, relevant for companies planning employee incentive schemes
4. Alternate Directors: Provisions for appointing alternate directors, useful for international companies
5. Electronic Communications: Provisions for electronic meetings and communications, important for modern companies
6. Class Meetings: Procedures for class meetings, necessary only if multiple share classes exist
7. Borrowing Powers: Specific provisions regarding company's borrowing capacity and procedures
8. Preference Shares: Detailed rights attached to preference shares, if such shares are part of the capital structure
1. Proxy Form: Standard form for appointing proxies for general meetings
2. Share Transfer Form: Standard form for transferring shares
3. Directors' Written Resolution: Template for written resolutions of directors
4. Shareholders' Written Resolution: Template for written resolutions of shareholders
5. Notice of General Meeting: Standard format for general meeting notices
6. Share Certificate Format: Prescribed format for share certificates
7. Table of Entrenched Provisions: Detailed list of all entrenched provisions with amendment requirements
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Healthcare
Education
Retail
Transportation
Energy
Telecommunications
Family Offices
Investment Holding
Professional Services
Relevant Teams
Legal
Corporate Secretariat
Compliance
Board of Directors
Corporate Governance
Executive Management
Shareholder Relations
Risk Management
Finance
Administrative
Relevant Roles
Company Secretary
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Compliance Officer
Board Director
Non-Executive Director
Corporate Governance Officer
Chief Financial Officer
Company Director
Legal Counsel
Corporate Secretary
Shareholder Relations Manager
Risk Manager
Board Chairman
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