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Not For Profit Articles Of Incorporation Template for Hong Kong

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Key Requirements PROMPT example:

Not For Profit Articles Of Incorporation

"I need Not For Profit Articles of Incorporation for a new environmental conservation organization in Hong Kong that will focus on marine protection, with a planned launch in March 2025 and an international advisory board structure."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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





































Clauses




























Relevant Industries

Healthcare & Medical Services

Education & Research

Social Services

Environmental Conservation

Arts & Culture

Religious Organizations

Poverty Alleviation

Community Development

Animal Welfare

Youth Development

Elderly Care

Disability Services

Sports & Recreation

Heritage Preservation

Relevant Teams

Legal

Compliance

Finance

Board of Directors

Executive Leadership

Corporate Governance

Risk Management

Operations

Administration

Company Secretariat

Relevant Roles

Chief Executive Officer

Executive Director

Board Chairperson

Company Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Founding Member

Program Director

Operations Manager

Finance Manager

Governance Officer

Risk Management Officer

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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