In 1984, the Hong Kong companies ordinance (revised) in the regulations for the implementation of the company after the concept of implied power simplified. According to article 5, article 5 of the company in its memorandum unless expressly or articles of association rules are excluded or modification, shall be deemed to have in this act listed in annex 7. In terms of purpose, even if a company affiliated to express provision in power, the main aim to apply, affiliated to power also invalid. The most common solution is in the memorandum of association, add a clause stipulated in clause contains the outline of an independent main aim.
Members of the company shareholders).
Company limited by shares or guarantee Co., LTD, the memorandum must indicate that the members of the liability is limited. If is the director, manager shall assume unlimited liability limited company, still must contain the personnel of unlimited liability. Even name was allowed to exempt "Limited" Co., LTD. In this clause shall also shows that its members of the liability is Limited.
If is the guarantee Co., LTD, should also be stipulated that the relevant details, including the members in the company certificate (as members of the amount of payment guarantee company). As a member in the company terminates its membership in a year, members of the completion of the termination of the company before the membership certificate fees, company debts, and the evaluation among the members of the donation rights shall pay fees are responsible. The member or member in the company before completion of the amount shall be paid by certain, but the amount limit.
Unlimited company can memorandum of unlimited liability company regulation. However, if the infinite company to register for Co., LTD in its articles of association, shall make relevant members of the syllabus of responsibility.
Company stock
A joint stock limited company shall state the memorandum to the registered capital of the total shares authorized method, and the par value stock. Such regulations, total equity for hk $1,000 authorized shares, share, into a $10.
The signatory shall be at least memorandum for a shares. The signatory shall correspond with the name, the number of the shares.
The clause.md terms (organization),
Organization of the memorandum is final terms. The undersigned (both of the above) in this clause shall pay that the amount of shares and respectively for the company that its intention. The signatory shall be witnesses in circumstances respectively signed the terms. The witness also should be signed by the legal forms and show its position and address to confirm.
Other terms
In addition to the above the legal provisions in the articles of association of the company, other clauses stipulated in outline. Under normal circumstances, such provisions shall be amended by special resolution, but may also make the special regulations dont allow modification. The most commonly used such provisions prescribed different kinds of stock rights. Special Because of the memorandum and articles of association rules better effect such as stipulated in clauses with articles, still have legal effectiveness.
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