A Board Resolution For Incorporation of Company is a fundamental corporate document required when establishing a new company in Hong Kong. It is typically prepared following the decision to incorporate a company and before submitting incorporation documents to the Companies Registry. The resolution must comply with the Hong Kong Companies Ordinance (Cap. 622) and records critical decisions made by the first directors regarding the company's establishment, including its name, registered office, share capital structure, appointment of officers, and banking arrangements. This document serves as evidence of proper corporate governance from the company's inception and is often required by banks, government authorities, and other institutions as proof of the company's proper formation and the authority of its initial officers.
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1. Meeting Details: Date, time, location of the board meeting, and attendance details
2. Quorum: Confirmation that the meeting has the required quorum of directors present
3. Chairperson: Appointment of the chairperson for the meeting
4. Company Details: Proposed company name, registered office address, and nature of business
5. Share Capital: Resolution on the company's initial share capital structure
6. Initial Directors: Appointment of the first directors of the company
7. Company Secretary: Appointment of the company secretary
8. Bank Account: Resolution to open company bank account and appointed signatories
9. Business Registration: Authorization for business registration application
10. Document Execution: Authorization for executing incorporation documents
11. Closure: Formal closing of the meeting and signature block
1. Additional Business Locations: Required if the company will operate from multiple locations from inception
2. Specific Banking Arrangements: Required if special banking facilities or arrangements are needed immediately
3. Appointment of Auditors: Required if auditors are to be appointed immediately upon incorporation
4. Digital Certificates: Required if applying for digital certificates for e-filing
5. Special Business Licenses: Required if the company needs specific licenses to operate
1. Schedule 1 - Director Details: Full details of all initial directors including ID/passport numbers and residential addresses
2. Schedule 2 - Shareholder Details: List of initial shareholders with their shareholding amounts and details
3. Schedule 3 - Bank Signatories: Detailed signing authorities and limits for bank account operation
4. Schedule 4 - Business Plan: If required, brief outline of initial business activities and objectives
Relevant legal definitions
Articles of Association
Board
Business Day
Companies Ordinance
Companies Registry
Company
Company Secretary
Directors
Hong Kong
Meeting
Members
Memorandum of Association
Registered Office
Resolution
Share Capital
Shareholders
Signing Officers
Special Resolution
Subsidiary
Business Registration Certificate
Board
Business Day
Companies Ordinance
Companies Registry
Company
Company Secretary
Directors
Hong Kong
Meeting
Members
Memorandum of Association
Registered Office
Resolution
Share Capital
Shareholders
Signing Officers
Special Resolution
Subsidiary
Business Registration Certificate
Clauses
Company Formation
Registered Office
Share Capital Structure
Director Appointments
Company Secretary Appointment
Banking Arrangements
Business Registration
Execution Authority
Corporate Seal
Regulatory Compliance
Initial Share Issuance
Company Name Approval
Operational Commencement
Document Filing Authorization
Meeting Administration
Professional Appointments
Signatory Powers
Authorization of Actions
Registered Office
Share Capital Structure
Director Appointments
Company Secretary Appointment
Banking Arrangements
Business Registration
Execution Authority
Corporate Seal
Regulatory Compliance
Initial Share Issuance
Company Name Approval
Operational Commencement
Document Filing Authorization
Meeting Administration
Professional Appointments
Signatory Powers
Authorization of Actions
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Education
Logistics
Consulting
E-commerce
Construction
Hospitality
Import/Export
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Compliance
Finance
Administration
Risk Management
Corporate Governance
Executive Office
Relevant Roles
Company Director
CEO
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Managing Director
Board Chairman
Corporate Governance Officer
Risk Manager
Business Development Director
Administrative Officer
Corporate Services Manager
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