Board Resolution Change Of Directors for Hong Kong

Board Resolution Change Of Directors Template for Hong Kong

A Board Resolution for Change of Directors is a formal document required under Hong Kong company law that records the decisions made by a company's board of directors regarding changes in the board's composition. This document, governed by the Hong Kong Companies Ordinance (Cap. 622), formally documents the resignation of existing directors and/or appointment of new directors, including specific details such as effective dates, director information, and any related corporate governance changes. It serves as official evidence of the board's decision and forms part of the company's statutory records, requiring subsequent filing with the Hong Kong Companies Registry.

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What is a Board Resolution Change Of Directors?

A Board Resolution Change Of Directors is a crucial corporate governance document required whenever there are changes to a company's board composition in Hong Kong. This document must comply with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, serving as the official record of board decisions regarding director appointments and resignations. It is typically prepared following a board meeting where such changes are approved and must include specific details about the incoming and outgoing directors, effective dates of changes, and any consequential modifications to company operations (such as bank signatory changes). The resolution must be properly executed and filed with the Hong Kong Companies Registry within specified timeframes, typically within 15 days of the change. This document is essential for maintaining accurate corporate records and ensuring compliance with Hong Kong's corporate governance requirements.

What sections should be included in a Board Resolution Change Of Directors?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Information: Full registered name of the company, registration number, and registered office address

3. Preamble: Confirmation of proper meeting notice and quorum requirements being met

4. Attendance: List of directors present at the meeting and any apologies for absence

5. Chairperson: Identification of the meeting's chairperson

6. Declarations of Interest: Statement regarding any directors' interests in the proposed resolutions

7. Resignation(s): Details of retiring director(s), including effective date of resignation

8. Appointment(s): Details of new director(s) being appointed, including effective date

9. Resolution Statements: The formal resolutions being passed, written in clear, actionable language

10. Filing Instructions: Direction to file necessary documents with the Companies Registry

11. Closure: Formal closing of the meeting and signature requirements

What sections are optional to include in a Board Resolution Change Of Directors?

1. Acknowledgment of Service: Recognition of retiring director's service - used when maintaining positive relationships is important

2. Additional Appointments: Appointments to specific committees or roles - used when new directors are also taking on specific positions

3. Bank Signatory Changes: Updates to bank signing authorities - used when banking arrangements need to be modified

4. Share Transfer Matters: If the director changes involve share transfers or shareholding changes

5. Regulatory Notifications: Additional notifications required for regulated companies or listed entities

What schedules should be included in a Board Resolution Change Of Directors?

1. Schedule 1 - Director Details: Detailed information about incoming/outgoing directors including ID numbers, addresses, and contact details

2. Schedule 2 - Specimen Signatures: Signature specimens of newly appointed directors

3. Schedule 3 - Required Forms: List of Forms to be filed with Companies Registry (e.g., Form ND2A, Form ND4)

4. Appendix A - Resignation Letter(s): Copies of formal resignation letters from retiring directors

5. Appendix B - Consent to Act: Written consent forms from newly appointed directors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Real Estate

Professional Services

Healthcare

Education

Construction

Transportation

Energy

Telecommunications

Hospitality

Mining

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board Administration

Executive Office

Administrative Support

Risk Management

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Governance Officer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Chairman of the Board

Corporate Services Manager

Legal Administrator

Governance Manager

Director of Legal Affairs

Company Administrator

Corporate Legal Assistant

Board Relations Manager

Industries
Teams

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