Board Resolution For Share Purchase Agreement for Hong Kong

Board Resolution For Share Purchase Agreement Template for Hong Kong

A Board Resolution for Share Purchase Agreement is a formal corporate document used in Hong Kong to record the board of directors' approval of a share purchase transaction. This document, governed by the Hong Kong Companies Ordinance (Cap. 622), serves as official evidence that the board has properly considered, authorized, and approved the share purchase transaction in accordance with Hong Kong law and the company's articles of association. It includes details of the board meeting, the specifics of the share purchase transaction, and the authorization of designated individuals to execute the necessary documents.

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What is a Board Resolution For Share Purchase Agreement?

A Board Resolution For Share Purchase Agreement is a crucial corporate governance document required under Hong Kong law when a company intends to purchase shares. This document demonstrates compliance with the Hong Kong Companies Ordinance (Cap. 622) and establishes that the board has properly exercised its duties in approving the transaction. It should be prepared whenever a company plans to acquire shares, whether from existing shareholders or through new issuance. The resolution typically includes meeting details, confirmation of quorum, review of the share purchase agreement, consideration of the transaction's merits, and formal authorization of signatories. It serves as evidence of proper corporate authorization and is often required by counterparties, banks, regulatory authorities, and company auditors.

What sections should be included in a Board Resolution For Share Purchase Agreement?

1. Meeting Details: Date, time, location, and method of the board meeting

2. Attendance: List of directors present and absent, confirmation of quorum

3. Notice: Confirmation that proper notice was given or waived

4. Background: Brief description of the proposed share purchase transaction and its purpose

5. Review of Documents: Statement that the board has reviewed the Share Purchase Agreement and related documents

6. Declarations of Interest: Directors' declarations of any interests in the transaction

7. Board Considerations: Statement that the board has considered the transaction's merits and impact on the company

8. Resolutions: The formal resolutions approving the Share Purchase Agreement and authorizing its execution

9. Authorization: Appointment of authorized signatories to execute the agreement and related documents

10. Certification: Certification by the company secretary or director that the resolution is true and accurate

What sections are optional to include in a Board Resolution For Share Purchase Agreement?

1. Related Party Transaction Considerations: Required if the share purchase involves related parties or connected persons

2. Regulatory Compliance: Required if the transaction needs specific regulatory approvals or filings

3. Financial Considerations: Include when specific funding arrangements or financial implications need board approval

4. Conditions Precedent: Required when the board approval is subject to certain conditions being met

5. Share Transfer Procedures: Include when specific internal procedures for share transfers need to be documented

What schedules should be included in a Board Resolution For Share Purchase Agreement?

1. Share Purchase Agreement: Copy or summary of the main agreement being approved

2. Share Details: Schedule detailing the number, class, and value of shares being purchased

3. Signatories: List of authorized signatories and their signing authorities

4. Supporting Documents: List of additional documents reviewed by the board (valuation reports, due diligence findings, etc.)

5. Notice of Meeting: Copy of the notice sent to directors for the board meeting

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

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Education

Energy

Transportation

Telecommunications

Construction

Mining

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Executive Management

Board of Directors

Investment

Risk Management

Corporate Affairs

Relevant Roles

Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Chairman

Managing Director

Executive Director

Non-Executive Director

Corporate Secretary

Finance Director

Investment Manager

Industries
Teams

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