Board Resolution For Power Of Attorney for Hong Kong

Board Resolution For Power Of Attorney Template for Hong Kong

A formal resolution passed by a company's board of directors in Hong Kong, authorizing the appointment of one or more attorneys to act on behalf of the company in specified matters. This document, governed by Hong Kong law, particularly the Companies Ordinance (Cap. 622) and Powers of Attorney Ordinance (Cap. 31), establishes the scope of authority delegated to the attorney(s), including specific powers, limitations, and duration. It serves as official evidence of the board's decision and the attorney's authority to represent the company in designated matters.

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What is a Board Resolution For Power Of Attorney?

A Board Resolution For Power of Attorney is a crucial corporate governance document used when a Hong Kong company needs to delegate authority to specific individuals to act on its behalf. This document is typically required when the company needs representatives to handle matters such as property transactions, legal proceedings, contract negotiations, or banking arrangements in situations where board members cannot be present for every transaction. Under Hong Kong law, it must comply with both the Companies Ordinance and Powers of Attorney Ordinance, requiring proper execution and often company seal application. The resolution includes specific details about the appointed attorney(s), the scope of their powers, duration of authority, and any limitations, making it a vital tool for business continuity and operational efficiency.

What sections should be included in a Board Resolution For Power Of Attorney?

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

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

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

4. Chairman: Identification of the chairman of the meeting

5. Background: Context and reasons for granting the power of attorney

6. Resolutions: The actual resolutions passed by the board, including appointment of attorney(s) and scope of powers

7. Duration: Period for which the power of attorney is valid

8. Execution: Execution blocks for chairman's signature and company seal

9. Certification: Company secretary's certification of the resolution

What sections are optional to include in a Board Resolution For Power Of Attorney?

1. Multiple Attorneys: Section specifying whether attorneys can act jointly or severally, used when appointing more than one attorney

2. Specific Limitations: Section detailing any restrictions or limitations on the attorney's powers

3. Revocation Clause: Section specifying conditions under which the power of attorney may be revoked

4. Ratification Clause: Section confirming the company will ratify all acts done by the attorney, used for broader powers

5. Foreign Recognition: Additional clauses for recognition in specific jurisdictions, used when the power of attorney will be used overseas

What schedules should be included in a Board Resolution For Power Of Attorney?

1. Schedule 1 - Scope of Powers: Detailed list of specific powers granted to the attorney(s)

2. Schedule 2 - Specimen Signatures: Specimen signatures of the appointed attorney(s)

3. Schedule 3 - List of Authorized Transactions: Specific transactions or matters for which the power of attorney is being granted

4. Appendix A - Copy of Board Meeting Minutes: Certified copy of the relevant extract from board meeting minutes

5. Appendix B - Company Documents: Copies of relevant company documents (certificate of incorporation, business registration, etc.)

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

Real Estate

Manufacturing

Trading & Commerce

Professional Services

Technology

Healthcare

Construction

Retail

Import/Export

Logistics

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Compliance

Risk Management

Corporate Governance

Executive Office

Board Secretariat

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Board Director

Chief Financial Officer

Chief Operating Officer

Compliance Officer

Risk Manager

Corporate Governance Officer

General Counsel

Executive Director

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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