Board Resolution For Creation Of Charge for Hong Kong

Board Resolution For Creation Of Charge Template for Hong Kong

A Board Resolution for Creation of Charge is a formal corporate document used in Hong Kong to authorize the creation of a security interest over company assets. This document, governed by the Hong Kong Companies Ordinance (Cap. 622), records the board of directors' approval for creating a charge over specified company assets in favor of a lender or security holder. It includes detailed information about the meeting at which the resolution was passed, the nature of the charge, the assets involved, and the authorized signatories. The document must comply with Hong Kong corporate governance requirements and is typically required for registration with the Companies Registry.

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What is a Board Resolution For Creation Of Charge?

A Board Resolution For Creation of Charge is a crucial document in Hong Kong's corporate and financial landscape, required whenever a company intends to create a security interest over its assets in favor of a lender or security holder. This document is mandated under the Hong Kong Companies Ordinance (Cap. 622) and must be properly executed before a charge can be created and registered. The resolution demonstrates proper corporate authorization and typically precedes the execution of security documents. It must contain specific details about the board meeting, the nature of the charge, authorized signatories, and registration requirements. The document is particularly important for compliance with Hong Kong's strict corporate governance requirements and is essential for protecting both the company's and the charge holder's interests. It forms part of the security documentation package and must be filed with the Companies Registry within strict statutory timeframes.

What sections should be included in a Board Resolution For Creation Of Charge?

1. Company Details: Full legal name of the company, company number, and registered office address

2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum

3. Present Directors: List of directors present at the meeting and those absent

4. Chairperson: Identification of the meeting's chairperson

5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met

6. Background: Brief description of the purpose for creating the charge and the underlying transaction

7. Review of Documents: Confirmation that the board has reviewed the relevant charge documents

8. Main Resolution: The formal resolution approving the creation of the charge, including key terms and conditions

9. Authority to Execute: Authorization for specified persons to execute documents and take necessary actions

10. Registration: Authorization for filing the charge with the Companies Registry within the statutory period

11. Certification: Certification by the chairperson or company secretary that the resolution is true and accurate

What sections are optional to include in a Board Resolution For Creation Of Charge?

1. Disclosure of Interests: Required when any director has a material interest in the transaction

2. Additional Banking Resolutions: Needed when the charge is part of a broader banking facility arrangement

3. Corporate Benefit Statement: Detailed statement of how the charge benefits the company, recommended for significant transactions

4. Existing Charges Review: Review of existing charges when relevant to the new charge being created

5. Special Conditions: Any special conditions or requirements specific to the type of charge or asset

6. Group Company Considerations: Required when the charge involves or affects related group companies

What schedules should be included in a Board Resolution For Creation Of Charge?

1. Schedule 1 - Charged Assets: Detailed description of the assets subject to the charge

2. Schedule 2 - Facility Details: Details of any associated facility agreement or loan arrangement

3. Schedule 3 - Authorized Signatories: List of persons authorized to execute documents and their signing requirements

4. Appendix A - Form of Charge: Copy or draft of the charge document to be executed

5. Appendix B - Supporting Documents: List of additional documents reviewed by the board

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

Banking and Financial Services

Real Estate

Manufacturing

Trading and Commerce

Construction

Technology

Retail

Logistics and Transportation

Healthcare

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Treasury

Corporate Governance

Board of Directors

Executive Management

Relevant Roles

Company Director

Company Secretary

Chief Financial Officer

Chief Executive Officer

Legal Counsel

Corporate Lawyer

Finance Manager

Compliance Officer

Risk Manager

Treasury Manager

Board Chairman

Corporate Governance Officer

Security Trustee

Banking Relationship Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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