Explanatory Notes to Sample B
MODEL ARTICLES OF ASSOCIATION
雅虎通英文版FOR
PRIVATE COMPANIES LIMITED BY SHARES
This Model Articles of Association is the Model Articles prescribed in Schedule 2 of the Companies (Model Articles) Notice (Cap. 622H) for private companies limited by shares. Companies or their officers should consult their professional advisors on any matters which may affect them relating to or arising out of the adoption of this Model Articles.
The mandatory articles that are required under ctions 81, 83, 84 and 85(1) of the Companies Ordinance (Cap. 622) are added before the contents of the Model Articles.
THE COMPANIES ORDINANCE (CHAPTER622)
Private Company Limited by Shares
ARTICLES OF ASSOCIATION
repeatOF
[ENGLISH COMPANY NAME]
[CHINESE COMPANY NAME]
Part A Mandatory Articles
1. Company Name The name of the company is
“[ENGLISH COMPANY NAME]
plane是什么意思[CHINESE COMPANY NAME]”
2. Members’ Liabilities
The liability of the members is limited.
3. Liabilities or Contributions of Members
The liability of the members is limited to any amount unpaid on the shares held by the members.
4. Share Capital and Initial Shareholdings (on the company’s formation)
The total number of shares that the company propos to
[20,000] issue
[HKD20,000] The total amount of share capital to be subscribed by the
company’s founder members
(i) The amount to be paid up or to be regarded as
[HKD20,000] paid up
[HKD0] (ii) The amount to remain unpaid or to be regarded
as remaining unpaid
Class of Shares [Ordinary] The total number of shares in this class that the company
declare[10,000] propos to issue
[HKD10,000] The total amount of share capital in this class to be
subscribed by the company’s founder members
[HKD10,000]
(i) The amount to be paid up or to be regarded as
paid up
[HKD0] (ii) The amount to remain unpaid or to be regarded
as remaining unpaid
Class of Shares [Preference]
[10,000] The total number of shares in this class that the company
propos to issue
[HKD10,000] The total amount of share capital in this class to be
subscribed by the company’s founder members
(i) The amount to be paid up or to be regarded as
[HKD10,000] paid up
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[HKD0] (ii) The amount to remain unpaid or to be regarded
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I/WE, the undersigned, wish to form a company and wish to adopt the articles of association as attached, and I/we respectively agree to subscribe for the amount of share capital of the Company and to take the number of shares in the Company t opposite my/our respective name(s).
Name(s) of Founder Members Number of Share(s) and
Total Amount of Share Capital
[English name] [Chine name]
[5,000] [Ordinary] shares
[HKD5,000]
[5,000] [Preference] shares [HKD5,000]
[English name] [Chine name]
[5,000]
[Ordinary] shares
[HKD5,000]
[5,000]softkitty
[Preference] shares
[HKD5,000]
Total:[10,000]
[Ordinary] shares
[HKD10,000]
[10,000]
[Preference] shares
[HKD10,000]
Part B Other Articles
bra什么意思Contents
Article
Part 1
Interpretation
1. Interpretation
Part 2
Private Company
2. Company is private company
Part 3
Directors and Company Secretary
Division 1—Directors’ Powers and Responsibilities 3. Directors’ general authority
power
rerve
4. Members’
5. Directors may delegate
6. Committees
Division 2—Decision-taking by Directors
7. Directors to take decision collectively
decisions
8. Unanimous
meetings
9. Calling
directors’
10. Participation in directors’ meetings
11. Quorum for directors’ meetings
12. Meetings if total number of directors less than quorum
13. Chairing of directors’ meetings
14. Chairperson’s casting vote at directors’ meetings
15. Alternates voting at directors’ meetings
16. Conflicts of interest
17. Supplementary provisions as to conflicts of interest
holly brook18. Validity of acts of meeting of directors
19. Record of decisions to be kept
20. Written record of decision of sole director
21. Directors’ discretion to make further rules
Division 3—Appointment and Retirement of Directors
22. Appointment and retirement of directors
23. Retiring director eligible for reappointment
resolution
24. Composite
25. Termination of director’s appointment
fundraisingremuneration
26. Directors’
