The Board Resolution For General Authorization is a fundamental corporate governance document used in Hong Kong to formally delegate authority from the board of directors to specific individuals or positions within the organization. This document becomes necessary when a company needs to streamline its operational efficiency by allowing designated personnel to conduct day-to-day business activities without requiring constant board approval. Governed by the Hong Kong Companies Ordinance (Cap. 622) and typically prepared in compliance with the company's articles of association, it specifies the scope of delegated authority, including financial limits, types of transactions permitted, and any conditions or restrictions on the exercise of such authority. The resolution is particularly important for companies operating in Hong Kong's dynamic business environment, where quick decision-making capabilities are essential while maintaining proper corporate governance standards.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name and registration number of the company
3. Meeting Details: Confirmation of proper notice, quorum, and compliance with articles of association
4. Background: Brief context explaining why the authorization is needed
5. Declarations: Directors' declarations regarding any conflicts of interest
6. Resolutions: The specific authorizations being granted, clearly numbered and detailed
7. Execution: Signature block for chairman/company secretary to certify the resolution
8. Certification: Statement certifying this as a true copy of the resolution passed
1. Recitals: Additional background information when complex context needs to be explained
2. Limitations and Conditions: Specific limitations on the authorization being granted, used when controls need to be put in place
3. Revocation of Previous Authorities: Section explicitly revoking previous authorizations, used when replacing existing authorities
4. Duration: Specific time limit for the authorization, used when authority should not be indefinite
5. Reporting Requirements: Requirements for reporting back to the board, used for significant delegations of authority
1. Schedule 1 - Authorized Persons: List of persons being granted authority, including their details and specific powers
2. Schedule 2 - Authorized Transactions: Details of specific transactions or types of transactions covered by the authorization
3. Schedule 3 - Signing Matrix: Matrix showing different transaction values and required signatory combinations
4. Appendix A - Specimen Signatures: Specimen signatures of all authorized persons
5. Appendix B - Form of Delegation: Template for sub-delegation of authority if permitted
Relevant legal definitions
Articles
Authorized Persons
Authorized Signatories
Board
Board Meeting
Company
Company Seal
Corporate Representative
Delegated Authority
Directors
Effective Date
Financial Year
Group
Material Transaction
Ordinary Course of Business
Quorum
Relevant Documents
Resolution
Signing Limits
Specified Transactions
Subsidiary
Transaction Threshold
Valid Period
Written Resolution
Financial Institution
Banking Facilities
Authorized Denomination
Specimen Signature
Designated Account
Operating Mandate
Authorized Persons
Authorized Signatories
Board
Board Meeting
Company
Company Seal
Corporate Representative
Delegated Authority
Directors
Effective Date
Financial Year
Group
Material Transaction
Ordinary Course of Business
Quorum
Relevant Documents
Resolution
Signing Limits
Specified Transactions
Subsidiary
Transaction Threshold
Valid Period
Written Resolution
Financial Institution
Banking Facilities
Authorized Denomination
Specimen Signature
Designated Account
Operating Mandate
Clauses
Meeting Constitution
Quorum Confirmation
Authority Delegation
Financial Powers
Banking Matters
Document Execution
Legal Proceedings
Property Transactions
Contract Signing
Employment Matters
Corporate Administration
Seal Usage
Operational Powers
Investment Authority
Borrowing Powers
Security Creation
Reporting Requirements
Duration and Renewal
Revocation of Previous Authorities
Implementation Powers
Certification
Quorum Confirmation
Authority Delegation
Financial Powers
Banking Matters
Document Execution
Legal Proceedings
Property Transactions
Contract Signing
Employment Matters
Corporate Administration
Seal Usage
Operational Powers
Investment Authority
Borrowing Powers
Security Creation
Reporting Requirements
Duration and Renewal
Revocation of Previous Authorities
Implementation Powers
Certification
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Retail
Technology
Healthcare
Transportation
Energy
Telecommunications
Professional Services
Construction
Education
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Treasury
Operations
Corporate Governance
Executive Office
Administration
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Company Secretary
Board Director
Executive Director
Chief Operating Officer
General Manager
Financial Controller
Head of Legal
Corporate Governance Officer
Compliance Officer
Treasury Manager
Senior Manager
Department Head
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