香港公司章程范本2014(英文)_Sample_B
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
Explanatory Notes to Sample B
MODEL ARTICLES OF ASSOCIATION
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 sections 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
OF
[ENGLISH COMPANY NAME]
[CHINESE COMPANY NAME]
Part A Mandatory Articles
1. Company Name The name of the company is
“[ENGLISH COMPANY NAME]
[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 proposes 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
[10,000] proposes 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
proposes 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
[HKD0] (ii) The amount to remain unpaid or to be regarded
as remaining unpaid
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 set opposite my/our respective name(s).
Name(s) of Founder Members Number of Share(s) and
Total Amount of Share Capital
[English name] [Chinese name]
[5,000] [Ordinary] shares
[HKD5,000]
[5,000] [Preference] shares [HKD5,000]
[English name] [Chinese name]
[5,000]
[Ordinary] shares
[HKD5,000]
[5,000]
[Preference] shares
[HKD5,000]
Total:[10,000]
[Ordinary] shares
[HKD10,000]
[10,000]
[Preference] shares
[HKD10,000]