New Articles of Incorporation are required when establishing a company in Hong Kong under the Companies Ordinance (Cap. 622). This document is essential for company registration with the Companies Registry and serves as the company's constitutional document throughout its lifetime. The Articles define the relationships between shareholders, directors, and the company itself, establishing rules for share transfers, voting rights, board meetings, and other crucial governance matters. While standard model articles are available under Hong Kong law, companies often customize their Articles of Incorporation to suit specific business needs and shareholder arrangements. The document must comply with Hong Kong's legal requirements while providing flexibility for future business growth and changes in corporate structure.
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1. Company Name and Type: Specifies the company's name and that it is a private company limited by shares
2. Registered Office: States the location of the company's registered office in Hong Kong
3. Objects: If desired, states the company's objects and scope of business activities
4. Liability of Members: Declares that members' liability is limited to their unpaid share value
5. Share Capital: Details the company's share capital structure and classes of shares
6. Share Rights and Restrictions: Specifies the rights, privileges, and restrictions attached to different share classes
7. Share Transfers: Procedures and restrictions for transferring shares
8. General Meetings: Rules for conducting general meetings, including notice periods and procedures
9. Voting Rights: Details voting procedures and rights of shareholders
10. Directors: Appointment, removal, powers, and duties of directors
11. Company Secretary: Requirements and duties of the company secretary
12. Dividends and Reserves: Procedures for declaring dividends and maintaining reserves
13. Accounts and Audit: Requirements for maintaining accounts and conducting audits
1. Pre-emption Rights: Gives existing shareholders first right to purchase new shares - recommended for companies with multiple shareholders
2. Tag-Along Rights: Protects minority shareholders by allowing them to join in sales by majority shareholders - useful for companies with significant shareholders
3. Drag-Along Rights: Enables majority shareholders to force minority shareholders to join in the sale of the company - useful for future exit planning
4. Class Meetings: Procedures for meetings of specific share classes - needed if multiple share classes exist
5. Alternate Directors: Provisions for appointing alternate directors - useful for international companies
6. Electronic Communications: Provisions for electronic notices and meetings - recommended for modern companies
7. Conflict of Interest: Detailed procedures for handling directors' conflicts - recommended for larger companies or those with complex operations
1. Initial Shareholders: Details of the founding shareholders and their initial shareholdings
2. Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values
3. First Directors: List of initial directors and their details
4. Reserved Matters: List of decisions requiring special approval from shareholders or the board
5. Company Secretary Details: Information about the first company secretary
6. Form of Share Certificate: Template for the company's share certificates
7. Share Transfer Form: Standard form for transferring shares in the company
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