Articles of Association of [Insert company name]
1. The name of the company is [] (and in these articles, it is called the “Association”)
Note: Insert company name. See section 81, Cap.622.
Interpretation
2. (1) In these articles:
“these articles” means the articles of association of the Association;
“Ordinance” means the Companies Ordinance, Chapter 622 of the Laws of Hong Kong including the related subsidiary legislations;
[“the director” means…];
“Objects” means the objects of the Association as expressed in these Articles;
Note: Insert defined terms (if any)
(2) Words importing one gender shall include all genders, and the singular includes the plural and vice versa.
(3) Other words or expressions used in these articles have the same meaning as in the Ordinance as in force on the date these articles become binding on the Association.
Note: Refer to Article 1(2), Sch.3, Cap.622H.
(4) For the purposes of these articles, a document is authenticated if it is authenticated in any way in which section 828(5) or 829(3) of the Ordinance provides for documents or information to be authenticated for the purposes of the Ordinance.
Note: Refer to Article 1(3), Sch.3, Cap.622H.
3. The regulations in Schedule 3 to the Companies (Model) Notice, Cap.622H, shall form part of these articles save insofar as they are hereby excluded or modified or are inconsistent with the articles contained herein.
Note: See section 80, Cap.622.
Liability of members
4. The liability of the members is limited.
Note: See section 83(1), Cap.622.
5. Each person who is a member of the Association undertakes that if the Association is wound up while the person is a member of the Association, or within one year after the person ceases to be such a member, the person will contribute an amount required of the person, not exceeding [], to the Association’s assets-
Note: See section 84(2), Cap.622.
(a) for the payment of the Association’s debts and liabilities contracted before the person ceases to be such a member;
(b) for the payment of the costs, charges and expenses of winding up the Association; and
(c) for the adjustment, among the contributories, of their rights.
Note: Insert the amount to be contributed.
Objects
Note: See section 82(1), Cap.622.
6. The objects for which the Association is established (“Objects”) are specifically expressed below:
Note: Insert the objects.
(1) To []
(2) To []
Note: The articles must specifically restrict the Association to furthering its objects.
(3) To do all such other lawful things as are incidental or conducive to the attainment of the above Objects.
Provided that :-
(i) In case the Association shall take or hold any property which may be subject to any trusts, the Association will only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
(ii) The Objects of the Association shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
Powers of the Association
7. The Association has power to do anything which is calculated to further its Objects but not otherwise, or is conducive or incidental to doing so. In particular, the Association has powers:
(1) [];
(2) [];
(3) []
Note: Set out the Association’s powers and the conditions that have to be met when exercising the powers (if any).
Application of income and property
8. (1) The income and property of the Association shall be applied solely towards the promotion of the Objects as set out in these articles.
Note: See section 103(1) (b), Cap.622.
(2) Subject to sub-article (3), none of the income or property of the Association may be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever to any member of the Association.
Note: See section 103(1) (c), Cap.622.
(3) The requirement under sub-article (2) above does not prevent the payment by the Association:
(a) of reasonable and proper remuneration to a member of the Association for any goods or services supplied by him or her to the Association;
(b) of reimbursement to a member of the Association for out-of-pocket expenses properly incurred by him or her for the Association;
(c) of interest on money lent by a member of the Association to the Association at a reasonable and proper rate which must not exceed 2% per annum above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollar Loans;
(d) of rent to a member of the Association for premises let by him or her to the Association: Provided that the amount of the rent and the other terms of the lease must be reasonable and proper; and such member must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion; and
(e) of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Association is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes.
Directors
9. []
[There must be a maximum and a minimum number of directors. The maximum and minimum numbers of directors should depend on the likely number of members of the Association.]
Note: Set out the qualification of directors and their number.
Powers of directors
10. []
[The Association should define the scope of powers which the directors can exercise for the purpose of furthering the Objects of the Association and set out the members’ reserve power to give direction, by special resolution, to the directors.]
Note: Set out the powers and responsibilities of directors and the members’ reserve power.
Retirement of directors by rotation
11. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 20(4), Sch.3, Cap.622H.
Appointment of directors
12. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable but appointment of a director by a decision of the directors may only be made to fill a casual vacancy.]
Note: Refer to Articles 20(1)-(3), Sch.3, Cap.622H.
Note: Appointment of a director by a decision of the directors may only be made to fill a casual vacancy.
Disqualification and removal of directors
13. A person ceases to be a director if the person:-
(1) []
(2) []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 23, Sch.3, Cap.622H.
Remunerations and benefits to the Directors
14. [The provisions as to the restriction on and entitlement of directors to remuneration and benefits from the Association should be set out here for consideration by the Registrar of Companies.]
Note: Set out provisions regarding restriction on and entitlement of directors to remunerations and benefits from the Association.
Declaration of directors’ interests
15. In accordance with section 536 of the Ordinance, a director must declare [] [The Association should set out provisions for declaration of directors’ interests in the manner as required by the Companies Ordinance, Cap.622.]
Note: See section 536, Cap.622.
Conflicts of interests
16. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Articles 15 & 16, Sch.3, Cap.622H.
Proceedings of directors
17. [] [The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Articles 6 to 13, Sch.3, Cap.622H.
Delegation of powers by directors
18. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 4, Sch.3, Cap.622H.
Validity of directors’ decisions
19. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 17, Sch.3, Cap.622H.
Company Secretary
20. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 31, Sch.3, Cap.622H.
Members
21. (1) The founder members who signed these articles are the first members of the Association.
(2) A person may become a member of the Association only if:-
(a) []
(b) []
[]
Note: Set out provisions for the admission and qualification of members.
Classes of membership
22. (1) The Association may establish classes of membership with rights and obligations as may be determined by []
(2) The rights attached to a class of membership may only be varied if []
Note: Set out the classes of membership and the rights attached to each class (if any).
Termination of membership
23. Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) []
[]
Note: Set out provisions for termination of membership.
General meetings
24. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 34, Sch.3, Cap.622H.
Notice of general meeting
25. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Articles 35 & 36, Sch.3, Cap.622H.
Proceedings at general meetings
26. (1) No business shall be transacted at any general meeting unless a quorum is present.
Note: Insert the figure for the quorum.
(2) A quorum is present if []
(3) The authorized representative of a member organisation shall be counted in the quorum.
(4) (e.g. Appointment of chairman) []
(5) (e.g. Attendance and speaking at general meeting) []
(6) (e.g. Adjournment of general meeting) []
[]
Note: Set out the procedure for holding general meetings.
Content and effect of proxy notices
27. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Articles 48 & 49, 51 & 52, Sch.3, Cap.622H.
Delivery of proxy notices and notice revoking appointment of proxy
28. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 50, Sch.3, Cap.622H.
Votes of members
29. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Articles 43 - 47, Sch.3, Cap.622H.
Company Seal
30. []
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 55, Sch.3, Cap.622H.
Cheque and Other Negotiable Instruments
31. []
Note: Specify the signing arrangement and appointment of authorized signatory.
Records of Association
32. The directors must cause the information of the Association to be adequately recorded for future reference as required by the Ordinance. [] [The Association may decide in what format the company records should be kept.]
Note: See Div.3, Part 12, Cap.622
Accounts
33. (1) The directors must prepare annual financial statements for each accounting reference period as required by the Ordinance. The financial statements must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Hong Kong Institute of Certified Public Accountants or its successors and adhere to all of its recommended practices.
Note: See sections 379, Cap.622
(2) The directors must keep accounting records as required by the Ordinance.
Note: See sections 373 and 374, Cap.622
Audit
34. []
Note: Set out the provisions for auditing matters.
[The Association may decide to purchase and maintain insurance for auditors.]
Note: Refer to Article 57, Sch.3, Cap.622H.
Means of communication to be used
35. []
Note: See Part 18, Cap.622.
[The Association may adopt the relevant provisions contained in Schedule 3 to the Companies (Model Articles) Notice, Cap.622H, where applicable.]
Note: Refer to Article 54, Sch.3, Cap.622H.
Permitted Indemnity
36. []
[The Association may set out provisions for indemnity against liability incurred by the director to a third party as permitted under section 469 of the Companies Ordinance, Cap.622.]
Note: See sections 468 and 469, Cap.622.
Net Assets on Winding up and Dissolution
37. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever (“the net assets”), the net assets shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other institution or institutions, having objects similar to the Objects, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of article 8 above and this article, such institution or institutions to be determined by a resolution of the members of the Association at or before the time of dissolution and in default thereof by a Judge of the High Court of the Hong Kong Special Administrative Region having jurisdiction in the matter. If and so far as effect cannot be given to the aforesaid provisions, the net assets shall be applied for charitable purposes as directed by a Judge of the High Court of the Hong Kong Special Administrative Region having jurisdiction in the matter.
Amendments to Articles of Association
38. No addition, alteration or amendment shall be made to or in the articles of association of the Association, unless such addition, alteration or amendment has previously been submitted to and approved by the Registrar of Companies in writing or is made under a direction given under section 104(2)(b) or 105 of the Ordinance.
Note: See section 105(2), Cap.622.
Restriction on formation of subsidiary
39. The Association shall not form a subsidiary or hold a controlling interest in another body corporate, unless the formation of such a subsidiary or the holding of such a controlling interest has previously been approved by the Registrar of Companies in writing.
Note: See section 15, Cap.622 as to the meaning of ‘subsidiary’.
Note: In granting approval, the Registrar of Companies may impose such terms and conditions as the Registrar thinks fit.
We, the undersigned, wish to form a company and wish to adopt the above articles of association:
1. [] (Name of founder member)
2. [] (Name of founder member)
[Note:
For a company which will hold or holds a licence under section 103 of the Companies Ordinance (Cap. 622), the Registrar of Companies may direct any terms and conditions to be incorporated in the Articles of Association of the company as the Registrar thinks fit. ]