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Foundation Articles Of Incorporation Template for Hong Kong

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Key Requirements PROMPT example:

Foundation Articles Of Incorporation

"I need Foundation Articles of Incorporation for a Hong Kong-based educational foundation that will provide scholarships to underprivileged students in Asia, aiming to obtain charitable status and planning to commence operations by March 2025."

Document background
Foundation Articles of Incorporation are essential when establishing a new foundation in Hong Kong, typically used when setting up non-profit organizations, charitable entities, or social enterprises. This document is required under the Hong Kong Companies Ordinance (Cap. 622) and must be filed with the Companies Registry as part of the incorporation process. It contains crucial information about the foundation's structure, governance, objectives, and operational framework. The Articles serve as the foundation's constitution, defining everything from basic organizational details to complex governance mechanisms. They are particularly important for organizations seeking charitable status or tax exemptions under Hong Kong law, as they must explicitly state charitable purposes and demonstrate compliance with relevant regulations.
Suggested Sections

1. Company Name: States the foundation's name and any restrictions on name changes

2. Registered Office: Specifies the registered office address in Hong Kong

3. Objects: Details the foundation's purposes, aims, and permitted activities

4. Liability of Members: States that member liability is limited and defines the extent of such limitation

5. Capital Structure: Describes the foundation's capital structure, including details of share capital if applicable

6. Board of Directors: Outlines the composition, appointment, removal, and powers of directors

7. Meetings: Details procedures for board meetings and general meetings

8. Voting Rights: Specifies voting procedures and rights of members/directors

9. Financial Matters: Covers financial management, accounts, and audit requirements

10. Amendment Provisions: Procedures for amending the articles

11. Dissolution: Procedures for winding up and distribution of assets

Optional Sections

1. Charitable Purposes: Required if the foundation seeks charitable status, detailing specific charitable objectives and activities

2. Advisory Board: Include if the foundation will have an advisory board separate from the board of directors

3. Branch Offices: Include if the foundation plans to establish offices outside Hong Kong

4. Membership Classes: Include if the foundation will have different classes of members with varying rights

5. Investment Powers: Detailed investment guidelines and restrictions, particularly relevant for foundations with significant assets

6. Conflict Resolution: Specific procedures for resolving internal disputes

7. Seal Usage: Rules regarding the company seal if the foundation chooses to have one

Suggested Schedules

1. Initial Directors: List of first directors with their details and consent

2. Initial Members: List of founding members with their details

3. Proxy Form: Standard form for proxy appointments at meetings

4. Reserved Matters: List of decisions requiring special approval

5. Asset Schedule: Initial assets or contributions to the foundation

6. Governance Procedures: Detailed procedures for specific governance matters

7. Conflict of Interest Policy: Detailed policy for handling conflicts of interest

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 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

Non-Profit

Charitable Organizations

Education

Healthcare

Social Services

Religious Organizations

Arts and Culture

Environmental Conservation

Social Enterprise

Research and Development

Philanthropy

Community Development

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Finance

Administration

Corporate Secretariat

Risk Management

Operations

Relevant Roles

Chief Executive Officer

Executive Director

Board Member

Company Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Foundation Director

Governance Manager

Risk Manager

Corporate Secretary

Trustee

Program Director

Operations Director

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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