preface
Hong Kong company establishment and management by the Hong Kong companies ordinance and the companys memorandum and articles of association rules shall be prescribed. The Hong Kong companies ordinance, the general provisions of corporate affairs and provides protection against the third party. Hong Kong companies to the articles of the company itself, making further management.
Hong Kong companies by memorandum and articles of association rules two files.
Its significance lies in:
(1) the regulation of the companys internal management rules and procedures.
(2), because they are open files, and business people are deemed to know its content.
The articles of association of the company includes the basic outline because articles and provided the tenet of the company, the company deals with the third party for more important. Articles of association rules on the companys internal management and regulation of such as director appointed, conference proceedings, the shareholders of a company and the directors, because this is more concerns such provisions will affect the rights and obligations.
The Hong Kong companies ordinance, the company annex regulations and articles of association rules of the form, and shall require the company adopted according to need to adapt to the specific situation changes. So, the relevant legal guarantee company management, and allow the necessary parties have flexibility. Annex A includes the articles of the above-named company limited (table A template), A joint stock limited company of the template (table B) and no equity guarantee Co., LTD, have stock Co., LTD, is that the company capital infinite memorandum and articles of association rules is the template (table C, table D and E).
The outline of the articles of association of the company to particulars.
The Hong Kong companies ordinance, according to the relevant provisions of the outline of the articles of association of the company, shall include the following matters:
(1) the company name,
(2) the company legal address,
(3) company objective (the); it will drop
(4) company members,
(5) company equity,
Legal address; (6) :
(7) organizational terms.
The articles of association of the company outline of law clauses page_break] [
Hong Kong company name
Company Limited by shares or guarantee Co., LTD Limited as its name in the final terms.
Hong Kong company shall register the name:
(1) and Hong Kong company registration agency company has the same name list of names,
(2) and Hong Kong ordinance composition or establish a legal entity name of the same name,
(3) chief executive, the name that use will make those who violate the criminal law, or
(4) chief executive, the name that offended or violates public interests.
Unless otherwise agreed, the chief executive of Hong Kong companies registered name in the following:
It is Building, and Commerce of Chartered, Cooperative, Imperial, Mass Transit, Kaifong, Municipal, eliminating the Tourist, Royal, and Trust, Trustee,.md, UndergroundRailway
The company legal address
Hong Kong companies in Hong Kong shall have registered offices. Where is the company should be in place of business management activities. Memorandum shall contain the registered office address, so that the Hong Kong government, the court and the company of third-party contact there. The registered office in the company after the establishment of such changes, and shall notify the company registration department, otherwise will be fined.
Company tenet
Aim to establish the company the provision that the pursuit of the goal, and thus restricting the companys activities. It is an important legal consequences, such as the companys activities beyond the scope of provisions, excessive and be nullified. Companies with a clear aim is not only to understand the purpose of investment shareholders, and also protect the companys trading with the third.
The Hong Kong companies ordinance, article 5 of the company, the only should memorandum on the tenet of the company, but not in terms of purpose language specific provision. Traditionally, the purpose expressed in simple terms usually terms, the court also admitted that company tenet of free expression. Recently, in the companys memorandum, the general provisions of the long terms, including not only purpose when a company is established, the design of operations include company possible future operations. This practice reflects the new knowledge, namely the company may rapidly profitable sideline, after a period of time, the sideline may become the main than establishment is more important.
Although modern trends in the memorandum is prescribed in the company of all possible, the court will generally acknowledged activities in the business tenet of some power, not expressly in memorandum.
This kind of implied powers include:
(1) borrowing money and obtain loans mortgage property. Responding to prosecute and (4),
(2) individual sells company property (not sell the whole enterprise), (5) pay bonuses and pension to employees and former employees.
(3) hiring and firing of employees and agents,
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