3. Part model articles hong kong public company 3 Company Formation and related matters CLIC
3. Part model articles hong kong public company 3 Company Formation and related matters CLIC
According to  section 85 , this requirement applies only to companies incorporated under the  CO . It is not necessary for companies incorporated under the old regime to amend their articles to include this provision. The old regime required that every company have a common seal with the company name engraved in legible characters. Companies incorporating under the  CO  are required to have as one of their mandatory articles a statement of their capital and initial shareholdings, which is also required to be contained in their incorporation forms. Abolishing the Memorandum of Association The articles of a company with a share capital may also state the maximum number of shares that the company may issue. Limited Companies can only be registered with “Limited” as the last word of their English name or “有限公司” of their Chinese name . Companies which apply to be incorporated under the  CO  need to submit only their incorporation form and articles of association. For companies formed under the old regime, the conditions in the memorandum are deemed to be contained in the articles of association, except for conditions relating to authorised share capital and par value, which are regarded to have been removed for all purposes . Three sets of model articles are prescribed by the Notice: one set for public companies limited by shares, one for private companies limited by shares, and one for companies limited by guarantee. The model articles prescribed for each type of company form part of the articles of a company if it does not register any other articles, and the model articles apply unless they are excluded or modified by the company’s registered articles .
3. Part model articles hong kong public company 3 Company Formation and related matters CLIC3. Part model articles hong kong public company 3 Company Formation and related matters CLIC Under  section 82 , companies may still choose to include objects in their articles. Any person or persons may form a company by signing the articles of association of the company intended to be formed and delivering to the Registrar for registration a copy of the articles in the same form as those signed by the founder members, model articles hong kong public company together with a completed incorporation form. According to  section 79 , a company may choose to adopt any or all of the provisions of the model articles of association prescribed for the type of company to which it belongs. The agreement by the founder members to form a company and take up membership of the company to be formed, previously contained in the memorandum of association, is now contained in the articles . As discussed above, it used to be the law that a company must have a memorandum of association which sets out what it can do as a legal entity.  However, the CO, which follows the modern trend of law of most jurisdictions, have abolished the memorandum of association Section 66  sets out the types of companies that may be formed under the  CO  : – These model articles are prescribed in  Schedules 1  to  3  of the  Companies Notice  . A company may execute a document under its common seal ; and if the company executes a document under its common seal, it must comply with provisions related to the common seal as stated in its Articles of Association . The information available at the Community Legal Information Centre is for preliminary reference only and should NOT be considered as legal advice. You should consult your own lawyer if you want to obtain further information or legal assistance concerning any specific legal matter. Under the current law, a common seal is no longer mandatory. The keeping and use of a common seal is optional. Companies incorporated under the  CO  are required to have certain mandatory articles of association: for instance, the company name , details of the company’s liabilities, or contributions of the founding members . what does model articles adopted mean