The Not For Profit Articles of Incorporation is essential when establishing a charitable or not-for-profit organization in Hong Kong as a company limited by guarantee. This document is required by the Hong Kong Companies Registry and must comply with the Companies Ordinance (Cap. 622). It typically includes provisions for charitable purposes, membership structure, governance arrangements, and financial management protocols. The Articles must be carefully drafted to meet both the requirements for company registration and the criteria for tax exemption under Section 88 of the Inland Revenue Ordinance. Organizations seeking to establish themselves as legitimate not-for-profit entities in Hong Kong must ensure their Articles align with these regulatory requirements while providing a robust framework for their charitable operations.
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1. Company Name and Type: Specifies the company name and confirms its status as a company limited by guarantee
2. Registered Office: States the registered office address in Hong Kong
3. Objects: Defines the charitable/not-for-profit purposes and objectives of the organization
4. Powers: Outlines the powers of the organization to carry out its objects
5. Not-for-Profit Declaration: Explicit statement that the company is not-for-profit and prohibition of distribution of profits to members
6. Liability of Members: States the limited liability of members and their guarantee amount
7. Membership: Defines membership categories, eligibility, rights, and obligations
8. General Meetings: Rules for conducting annual and extraordinary general meetings
9. Directors: Appointment, removal, powers, and duties of directors
10. Board Meetings: Procedures for board meetings, voting, and decision-making
11. Company Secretary: Appointment and duties of the company secretary
12. Financial Matters: Financial management, accounts, and audit requirements
13. Dissolution: Procedures for winding up and asset distribution to similar charitable organizations
1. Advisory Board: Creates an advisory board structure - useful for organizations seeking additional expertise or community representation
2. Branches: Provisions for establishing and managing branch operations - relevant for organizations planning multiple locations
3. Specialized Committees: Framework for establishing specific committees - useful for larger organizations with diverse functions
4. Conflict Resolution: Detailed procedures for resolving internal disputes - recommended for larger organizations
5. International Operations: Provisions for international activities - necessary if planning to operate beyond Hong Kong
6. Seal and Logo Usage: Rules for using organizational symbols - important for organizations with brand considerations
7. Honorary Positions: Provisions for honorary positions - useful for organizations wanting to recognize significant contributors
1. Schedule 1: Membership Categories and Fees: Detailed breakdown of membership types, fees, and specific rights
2. Schedule 2: Electoral Procedures: Detailed procedures for election of directors and office bearers
3. Schedule 3: Board Composition Requirements: Specific requirements for board composition including minimum/maximum numbers and roles
4. Schedule 4: Financial Management Procedures: Detailed financial procedures and controls
5. Schedule 5: Conflict of Interest Policy: Comprehensive policy for managing conflicts of interest
6. Appendix A: Initial Members: List of founding members and their details
7. Appendix B: First Directors: Details of initial directors and their terms
8. Appendix C: Objects Detail: Detailed description of charitable purposes aligned with IRD requirements
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