An Allotment Of Shares Board Resolution is a crucial corporate document required under Hong Kong law when a company decides to issue new shares to existing or new shareholders. This resolution is mandated by the Companies Ordinance (Cap. 622) and must be properly documented to demonstrate corporate governance compliance. The document is typically used during funding rounds, employee share schemes, or strategic corporate restructuring. It must include specific details such as the share class, number of shares, consideration amount, and allottee information. The resolution also serves as protection for directors in demonstrating they have exercised their duties properly and as evidence for updating the company's statutory records. For Hong Kong companies, this document must be filed with the Companies Registry within specified timeframes and may require additional filings if the company is listed on the Hong Kong Stock Exchange.
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1. Company Information: Full legal name of the company, company number, and registered office address
2. Date and Venue: Date, time, and location of the board meeting
3. Attendance: List of directors present and absent, confirmation of quorum
4. Chairperson: Identification of the meeting's chairperson
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
6. Declaration of Interests: Directors' declarations of any interests in the proposed share allotment
7. Background: Context and reasons for the proposed share allotment
8. Review of Authority: Confirmation of the board's authority to allot shares under the articles of association
9. Resolution: The formal resolution for the allotment of shares, including number, class, and price of shares
10. Closing: Signature of chairperson and date of signing
1. Pre-emptive Rights Waiver: Include when existing shareholders' pre-emptive rights need to be addressed
2. Share Premium Account: Required when shares are being issued at a premium
3. Payment Terms: Include when payment for shares is not immediate or is in non-cash form
4. Share Certificate Instructions: Include when specific instructions for share certificate issuance are needed
5. Regulatory Compliance: Include for listed companies or when special regulatory requirements apply
6. Delegation of Authority: Include when the board delegates power to execute specific documents
1. Schedule 1: Details of Share Allotment: Table showing allottee names, number and class of shares, consideration amount
2. Schedule 2: Form of Share Certificate: Template or specimen of the share certificates to be issued
3. Appendix A: Subscription Agreement: If applicable, the agreement with the allottee(s) for the share subscription
4. Appendix B: Valuation Report: If shares are issued for non-cash consideration, include valuation evidence
Relevant legal definitions
Allottee
Articles
Board
Companies Ordinance
Company
Directors
Existing Shares
Meeting
New Shares
Ordinary Resolution
Ordinary Shares
Paid-up Capital
Pre-emptive Rights
Quorum
Register of Members
Share Certificate
Share Premium Account
Shareholders
Special Resolution
Subscription Agreement
Subscription Price
Articles
Board
Companies Ordinance
Company
Directors
Existing Shares
Meeting
New Shares
Ordinary Resolution
Ordinary Shares
Paid-up Capital
Pre-emptive Rights
Quorum
Register of Members
Share Certificate
Share Premium Account
Shareholders
Special Resolution
Subscription Agreement
Subscription Price
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Energy
Telecommunications
Mining and Resources
Education
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Board of Directors
Corporate Governance
Investment Relations
Treasury
Risk Management
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Compliance Officer
Financial Controller
Investment Relations Manager
Corporate Services Manager
Share Registrar Officer
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