tiktok³ÉÈË°æ

All Countries
Corporate Governance
Memorandum And Articles Of Association

Memorandum And Articles Of Association Template for Hong Kong

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Memorandum And Articles Of Association

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Memorandum And Articles Of Association

"I need a Memorandum and Articles of Association for a Hong Kong technology startup to be incorporated in March 2025, with provisions for two share classes (ordinary and preference shares) and specific clauses allowing virtual board meetings and electronic voting."

Celebrated by
Collaborations with
Investors
Document background
The Memorandum and Articles of Association is a mandatory document required for company incorporation in Hong Kong under the Companies Ordinance (Cap. 622). This foundational document establishes the company's existence and sets out its governance framework. Since the 2014 reform of Hong Kong's company law, the Memorandum has been significantly simplified, with most operative provisions now contained in the Articles of Association. The document outlines crucial aspects such as share capital structure, directors' powers, shareholder rights, meeting procedures, and administrative matters. It must be filed with the Hong Kong Companies Registry during incorporation and can be amended through special resolution with proper filing of changes.
Suggested Sections

1. Company Name: Statement of the company's name as registered with the Companies Registry

2. Registered Office: Declaration of the company's registered office location in Hong Kong

3. Liability Statement: Statement declaring the nature and limitation of members' liability

4. Share Capital: Details of the company's share capital structure and initial share capital (if applicable)

5. Interpretation: Definitions and interpretation rules for terms used throughout the document

6. Share Rights: Provisions regarding share classes, rights, and transfer restrictions

7. Share Certificates: Rules regarding the issuance and replacement of share certificates

8. Lien on Shares: Company's rights over partly paid shares

9. Calls on Shares: Provisions regarding payment calls for partly paid shares

10. Transfer of Shares: Procedures and restrictions for transferring shares

11. Transmission of Shares: Rules for share transmission upon death or bankruptcy

12. General Meetings: Procedures for calling and conducting general meetings

13. Voting Rights: Rules regarding voting at general meetings

14. Directors: Appointment, removal, and powers of directors

15. Directors' Meetings: Procedures for board meetings and decision-making

16. Company Secretary: Appointment and duties of the company secretary

17. Dividends: Rules for declaring and paying dividends

18. Accounts and Audit: Requirements for financial reporting and auditing

19. Notices: Rules for giving notices to members

20. Winding Up: Procedures for voluntary winding up and distribution of assets

Optional Sections

1. Preference Shares: Required when the company issues different classes of shares with preferential rights

2. Borrowing Powers: Detailed provisions regarding directors' borrowing powers, useful for companies planning significant financing activities

3. Alternate Directors: Provisions allowing directors to appoint alternates, common in larger companies

4. Executive Directors: Specific provisions for managing directors or executive directors, important for larger companies

5. Share Buy-back: Procedures for company purchasing its own shares, relevant for companies planning such activities

6. Electronic Communications: Provisions for electronic meetings and communications, important for modern companies

7. Corporate Representatives: Required for companies expecting corporate shareholders

8. Class Rights: Needed when multiple share classes are contemplated

9. Restricted Objects: Optional objects clause for companies wanting to restrict their scope of business

Suggested Schedules

1. Table A: Standard form articles that may be adopted or modified

2. Share Capital History: Details of changes in share capital structure since incorporation

3. Initial Subscribers: Details of the founding members and their initial shareholdings

4. Proxy Form: Standard form for appointing proxies at general meetings

5. Share Transfer Form: Standard form for share transfers

6. Board Reserved Matters: List of matters requiring board approval

7. Shareholder Reserved Matters: List of matters requiring shareholder approval

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses



































Relevant Industries

Technology

Financial Services

Manufacturing

Retail

Real Estate

Professional Services

Healthcare

Education

Transportation

Energy

Media and Entertainment

Construction

Hospitality

Agriculture

Mining

Telecommunications

Non-Profit Organizations

E-commerce

Consulting

Insurance

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Executive Management

Shareholder Relations

Risk Management

Corporate Administration

Regulatory Affairs

Relevant Roles

Company Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Managing Director

Corporate Governance Officer

Risk Manager

Company Administrator

Shareholder Relations Manager

Corporate Services Manager

Incorporation Specialist

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

Find the exact document you need

Memorandum Of Agreement Sale Of Property

A formal agreement under Hong Kong law documenting the terms and conditions for the sale and purchase of property between a vendor and purchaser.

find out more

Memorandum Agreement Between Two Parties

A Hong Kong law-governed agreement documenting mutual understanding and commitments between two parties, establishing their business relationship terms and conditions.

find out more

Community Service Verification Letter

A Hong Kong-compliant formal document that verifies and details an individual's completion of community service, used for educational, employment, or legal purposes.

find out more

Memorandum And Articles Of Association

A Hong Kong company's constitutional document that governs internal management, shareholder rights, and corporate procedures under Hong Kong Companies Ordinance.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.