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The constitution of the company Memorandum of association Articles of association.

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Presentation on theme: "The constitution of the company Memorandum of association Articles of association."— Presentation transcript:

1 The constitution of the company Memorandum of association Articles of association

2 Clauses in the memorandum of association Clause 1 – the name of the company with ‘ limited ’ or ‘ 有限公司 ’ as the last word of the name in the case of a company limited by shares, or limited by guarantee. Clause 1 – the name of the company with ‘ limited ’ or ‘ 有限公司 ’ as the last word of the name in the case of a company limited by shares, or limited by guarantee.

3 Clause 2 – that the registered office of the company will be situated in Hong Kong. Clause 2 – that the registered office of the company will be situated in Hong Kong. Clause 3 – objects of the company if company intends to apply for not using ‘ limited ’ or ‘ 有限 公司 ’ in its name. Clause 3 – objects of the company if company intends to apply for not using ‘ limited ’ or ‘ 有限 公司 ’ in its name.

4 Clause 4 – that the liability of its members is limited if members ’ liability is limited by shares. Clause 4 – that the liability of its members is limited if members ’ liability is limited by shares. Clause 5 – the amount and division of shares with which the company proposes to be registered. Clause 5 – the amount and division of shares with which the company proposes to be registered.

5 The name clause Name has to be expressed either in English or Chinese, or in both languages. Name has to be expressed either in English or Chinese, or in both languages. Last in name: ‘ Limited ’ and/or ‘ 有限公司 ’ Last in name: ‘ Limited ’ and/or ‘ 有限公司 ’ Limited – Ltd Limited – Ltd ‘ Company ’ in name – Coy or Co ‘ Company ’ in name – Coy or Co

6 Restrictions on the choice of name No company will be registered by a name which is the same as: No company will be registered by a name which is the same as: A name appearing in the Registrar ’ s index of company names A name appearing in the Registrar ’ s index of company names That of a body corporate established under an ordinance – e.g. Hong Kong China Gas Company Ltd. That of a body corporate established under an ordinance – e.g. Hong Kong China Gas Company Ltd.

7 If the company ’ s name would in the opinion of the Chief Executive constitute a criminal offence or be offensive or contrary to the public interest, it should not be registered. If the company ’ s name would in the opinion of the Chief Executive constitute a criminal offence or be offensive or contrary to the public interest, it should not be registered.

8 CE ’ s consent is required if – CE ’ s consent is required if – name has impression of connection with government name has impression of connection with government name includes words or expressions specified in an order made under section 22B name includes words or expressions specified in an order made under section 22B

9 SPECIFICATION OF WORDS OR EXPRESSIONS Building Society Chamber of Commerce Cooperative Kaifong Mass Transit Municipal Savings Tourist Association Trust Trustee Underground Railway

10 市政 地下鐵路 地鐵 合作 受託 受託人 建屋合作社 信託 旅遊協會 商會 街坊 總商會 儲蓄

11 Power to dispense with the word ‘ Limited ’ Registrar may dispense, if satisfied that Registrar may dispense, if satisfied that Promotion of commerce, art, science, religion, charity, or any other useful object; and Promotion of commerce, art, science, religion, charity, or any other useful object; and Profits and income are for promoting objects; and Profits and income are for promoting objects; and No payment of dividends to members. No payment of dividends to members.

12 Change of name By special resolution, i.e. ¾ majority By special resolution, i.e. ¾ majority Direction by Registrar Direction by Registrar


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