Board Resolution For Issue Of Shares for Hong Kong

Board Resolution For Issue Of Shares Template for Hong Kong

A Board Resolution for Issue of Shares is a formal document under Hong Kong company law that records the board of directors' decision to issue new shares in the company. It must comply with the Hong Kong Companies Ordinance (Cap. 622) and the company's articles of association. The document details the specific terms of the share issuance, including the number and class of shares, issue price, identity of subscribers, and any special rights or restrictions attached to the shares. It serves as official evidence of the board's approval and provides authorization for the execution of related documents and filing of necessary forms with the Hong Kong Companies Registry.

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What is a Board Resolution For Issue Of Shares?

A Board Resolution For Issue of Shares is a crucial corporate document required whenever a Hong Kong company wishes to increase its issued share capital by allotting new shares to existing or new shareholders. This document is mandated by the Hong Kong Companies Ordinance and is essential for documenting corporate decisions and maintaining proper governance records. It is typically used during funding rounds, employee share schemes, corporate restructuring, or strategic investments. The resolution must include specific details about the share issuance, demonstrate compliance with legal requirements and the company's articles of association, and provide clear authorization for executing the share issuance. The document serves multiple purposes: it evidences board approval, provides instructions for implementation, and forms part of the company's permanent records that may be reviewed by auditors, regulators, or potential investors.

What sections should be included in a Board Resolution For Issue Of Shares?

1. Meeting Details: Date, time, location of the board meeting, directors present, and confirmation of quorum

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

3. Background: Context for the share issuance, including current share capital structure and reason for new issuance

4. Share Issuance Details: Number of shares, class of shares, issue price, and identity of allottee(s)

5. Board's Determination: Board's confirmation that the issuance is in the company's best interests

6. Primary Resolutions: The actual resolutions for approving the share issuance

7. Authorization: Authority given to specific officers to execute documents and file necessary forms

8. Closing: Signature section for chairman/company secretary to certify the resolution

What sections are optional to include in a Board Resolution For Issue Of Shares?

1. Share Rights and Restrictions: Used when the new shares carry special rights or restrictions

2. Pre-emptive Rights Waiver: Required when existing shareholders' pre-emptive rights need to be addressed

3. Payment Terms: Included when payment for shares is not immediate or involves special arrangements

4. Conditions Precedent: When the share issuance is subject to certain conditions being met

5. Related Party Transaction Details: Required when shares are being issued to related parties

6. Regulatory Compliance: For listed companies or when specific regulatory requirements need to be addressed

What schedules should be included in a Board Resolution For Issue Of Shares?

1. Schedule 1 - Subscriber Details: Full details of the subscribers including names, addresses, and number of shares

2. Schedule 2 - Share Certificate Format: Template or format of the share certificates to be issued

3. Schedule 3 - Rights and Restrictions: Detailed terms of any special rights or restrictions attached to the shares

4. Appendix A - Forms: Relevant statutory forms to be filed with the Companies Registry

5. Appendix B - Current Shareholding Structure: Details of the company's shareholding structure before and after the issuance

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

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Energy

Transportation

Construction

Telecommunications

Education

Hospitality

Mining

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Risk Management

Executive Office

Investment Relations

Board of Directors

Corporate Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Director

Managing Director

Finance Director

Corporate Secretary

Investment Relations Manager

Risk Manager

General Counsel

Board Chairman

Executive Director

Industries
Teams

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