The memorandum of association of content and modification
The articles of association of the company rules
The main contents of the memorandum of association of the companys internal management regulations related rules, adjust the rights, director of the members of the power and obligation, and profit distribution of dividends capitalization, etc. If the company stock is divided into different types and also stipulated in articles of association rules.
Company regulations require Co., LTD registered its articles of association rules. Notable is, if the company fails to register its articles of association rules, will be presumed as companies ordinance annex table A constitution rules applicable template of this company. In order to maintain the template choose suitable terms of flexibility, the company registered its articles of association rules is usually. If the articles of the above-named company expressly excluded or modify the template of the rules, these rules will be applicable. If the company does not use this template, in its articles of association rules shall be specified article 1.
The Hong Kong companies ordinance annex A table A second part, namely the private limited company regulations, articles of association rules template public joint stock limited company articles template in article 24 (shares transfer), applicable to personal Co., ltd., In addition, private limited companys articles of association rules should include the Hong Kong companies ordinance and the provisions of paragraph 1 of article.
The articles of association of the company rules.
The Hong Kong companies ordinance, article 13 according to the regulations, the provisions of the regulations and the articles of association of the company, the company can outline conditions by special resolution modification of the articles of association rules. Any modification shall be regarded as contained in the registration department in the company registration, the articles of association of the company rules to pass a special resolution to make changes. In article 13 to modify articles in the only limitation is prohibited to any influence company stock rights of the different edit or add. This is clearly in order to protect certain kinds of shares holders, because they may not have enough votes to veto the special resolution.
The court also may in some cases of its articles of association rules limited company. For example, the court may order change its articles of association rules on companies to small shareholders to prevent the oppression, company cannot in special resolution through its articles of association rules change again, according to hospital requirements of original changes. In the application of the parties concerned may also court in the circumstances, does not conform to the overall interests of the members of the company, the company announced to modify articles is invalid. In practice, the court will allow companies to articles of association rules for the majority of modification, because it follows that the management of the companys understanding of the interests of the company. However, allowing companies to inadequate by its members for articles, may be court denied.
The articles of association of the companys memorandum and articles of association rules of law
According to the Hong Kong companies ordinance, article 23, memorandum and articles of association rules for company registration, as companies and members binding. Each member company, whether or not the memorandum signed by the memorandum and articles of association rules.
The legal contract has the following effect:
(1) the memorandum and articles of association rules in the company and each member of the contract between two aspects, namely, the consequences of each member of the association rules prescribed by the company, the company is bound by each member itself constraints,
(2) with the other members of each member in the relationship was memorandum and articles of association rules. Therefore, if a member fails to comply with the rules of the regulations, articles or other members of the members can Sue, dont require the company to represent the prosecution,
Even by third party (3) different qualifications as a member, nor has the memorandum and articles of association rules. Therefore, in the articles of association rules about the remuneration, director of board members of a company in the circumstances, not by the executive director. Such regulations with the director only in the contract is signed, express or implied, is the executable.
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