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Company Limited By Guarantee Memorandum Of Association Template for Hong Kong

A Company Limited By Guarantee Memorandum of Association is a foundational constitutional document required under Hong Kong Companies Ordinance (Cap. 622) that establishes the basic framework and purpose of a company limited by guarantee. This document defines the company's objects, powers, and the guarantee amount that members undertake to contribute in the event of the company's winding up. It is particularly suited for non-profit organizations and contains specific provisions regarding the application of income and property, ensuring compliance with Hong Kong's legal requirements for non-profit entities.

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What is a Company Limited By Guarantee Memorandum Of Association?

The Company Limited By Guarantee Memorandum of Association is a crucial document required when establishing a non-profit organization or similar entity in Hong Kong. This document is mandatory under the Hong Kong Companies Ordinance (Cap. 622) and serves as the foundation for organizations that operate without share capital, where members guarantee a nominal amount in case of winding up. It is particularly suitable for charitable organizations, professional bodies, and social enterprises that do not distribute profits to members. The memorandum must contain specific provisions regarding the company's objects, application of income, and member liability, ensuring compliance with both company law and, where applicable, requirements for tax-exempt status under Hong Kong's Inland Revenue Ordinance.

What sections should be included in a Company Limited By Guarantee Memorandum Of Association?

1. Company Name: States the company's full name and specifies that it is a company limited by guarantee

2. Registered Office: Specifies that the registered office will be situated in Hong Kong

3. Objects: Details the purposes for which the company is established, particularly important for non-profit organizations

4. Powers: Lists the powers the company may exercise in pursuing its objects

5. Limitation of Liability: States that members' liability is limited to their guarantee amount

6. Member Guarantee: Specifies the amount each member undertakes to contribute in the event of winding up

7. Application of Income and Property: States how the company's income and property shall be applied, typically specifying non-profit distribution

8. Prohibition of Distribution to Members: Explicitly states that no profits or assets shall be distributed to members

9. Winding Up: Provisions regarding the distribution of assets upon winding up of the company

What sections are optional to include in a Company Limited By Guarantee Memorandum Of Association?

1. Amendments to Memorandum: Specifies procedures for amending the memorandum, used when additional flexibility in amendment procedures is desired

2. Restrictions on Changes to Objects: Added when there's a need to protect certain fundamental objects from easy modification

3. Language: Specifies the prevailing language of the memorandum when multiple language versions exist

4. Tax Exemption Provisions: Specific provisions to comply with Inland Revenue requirements for tax-exempt status, used when seeking charitable/tax-exempt status

5. Membership Categories: Defines different classes of membership if the organization requires varied membership structures

6. Governing Body Structure: Outlines basic structure of the governing body, used when specific governance requirements need to be enshrined in the memorandum

What schedules should be included in a Company Limited By Guarantee Memorandum Of Association?

1. Statement of First Members: Lists the founding members and their respective guarantee amounts

2. Specified Objects: Detailed enumeration of the company's objects, particularly useful for complex organizations with multiple purposes

3. Powers Schedule: Comprehensive list of specific powers granted to the company to achieve its objects

4. Initial Council Members: If applicable, lists the first council or board members and their details

5. Form of Guarantee: Template of the guarantee commitment by members

Authors

Alex Denne

Advisor @ 蜜桃传媒AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Hong Kong

Document Type

Finance Agreement

Cost

Free to use

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