A Board Resolution Of Private Limited Company is a crucial corporate governance document used in Hong Kong to formally record decisions made by a company's board of directors. It is required under the Hong Kong Companies Ordinance (Cap. 622) and must be maintained as part of the company's statutory records. This document type is essential for various corporate actions, including but not limited to opening bank accounts, authorizing significant transactions, appointing officers, declaring dividends, or approving major business decisions. The resolution must comply with both the company's articles of association and Hong Kong company law requirements, including proper formatting, required content, and necessary signatures. It serves as evidence of the board's decision-making process and can be required by third parties, regulators, or courts as proof of corporate authorization.
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1. Meeting Details: Date, time, and place of the board meeting, including whether it's physical, virtual, or hybrid
2. Attendance: List of directors present and absent, noting chairman of the meeting
3. Quorum: Confirmation that the required quorum was present as per the company's articles
4. Notice and Consent: Confirmation that proper notice was given or that all directors agreed to short notice
5. Declaration of Interests: Record of any interests declared by directors in relation to the matters being discussed
6. Resolutions: Clear statement of each resolution passed by the board
7. Confirmation and Signing: Confirmation of the resolution's passing and signature section for the chairman or required signatories
1. Background Information: Used when context is needed to understand the resolutions, particularly for complex decisions
2. Professional Advice: Include when the board has relied on external professional advice in making their decision
3. Voting Results: Required when there was not unanimous agreement and voting numbers need to be recorded
4. Delegated Authority: Used when the board is delegating specific powers to individuals or committees
5. Implementation Instructions: Include when specific actions need to be taken to implement the resolutions
6. Reserved Matters: Required when the resolution touches on matters requiring shareholder approval or other special conditions
1. Supporting Documents: Copies of relevant documents referenced in the resolution (e.g., contracts, agreements)
2. Financial Information: Any financial statements or reports relevant to the decision being made
3. Legal Opinions: Copies of legal opinions or professional advice relied upon
4. Corporate Information: Relevant company information such as shareholding structure or constitutional documents
5. Authorised Signatories: List of persons authorised to execute documents pursuant to the resolution
Relevant legal definitions
Company
Board
Directors
Articles
Companies Ordinance
Meeting
Chairman
Resolution
Quorum
Authorized Signatories
Effective Date
Subsidiary
Group
Transaction
Business Day
Relevant Matter
Connected Person
Related Party
Ordinary Resolution
Special Resolution
Written Resolution
Corporate Representative
Electronic Means
Seal
Secretary
Board
Directors
Articles
Companies Ordinance
Meeting
Chairman
Resolution
Quorum
Authorized Signatories
Effective Date
Subsidiary
Group
Transaction
Business Day
Relevant Matter
Connected Person
Related Party
Ordinary Resolution
Special Resolution
Written Resolution
Corporate Representative
Electronic Means
Seal
Secretary
Clauses
Meeting Constitution
Quorum Confirmation
Declaration of Interests
Background and Purpose
Authority and Powers
Appointment and Removal
Financial Matters
Corporate Actions
Banking Arrangements
Execution of Documents
Share Issuance
Asset Disposal
Contract Approval
Corporate Governance
Regulatory Compliance
Delegation of Authority
Implementation Instructions
Company Secretary Powers
Certification
Filing Requirements
Quorum Confirmation
Declaration of Interests
Background and Purpose
Authority and Powers
Appointment and Removal
Financial Matters
Corporate Actions
Banking Arrangements
Execution of Documents
Share Issuance
Asset Disposal
Contract Approval
Corporate Governance
Regulatory Compliance
Delegation of Authority
Implementation Instructions
Company Secretary Powers
Certification
Filing Requirements
Relevant Industries
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Transportation and Logistics
Energy
Telecommunications
Construction
Education
Hospitality
Import/Export
Trading
Relevant Teams
Legal
Compliance
Corporate Secretarial
Finance
Risk Management
Corporate Governance
Executive Office
Administrative
Board Secretariat
Regulatory Affairs
Relevant Roles
Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Governance Manager
Board Chairman
Managing Director
Executive Director
Non-Executive Director
Independent Director
Corporate Secretary
General Counsel
Risk Manager
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