Board Resolution To Sign Agreement for Hong Kong

Board Resolution To Sign Agreement Template for Hong Kong

A Board Resolution to Sign Agreement is a formal document used in Hong Kong corporate governance that records the board of directors' decision to authorize the execution of a specific agreement on behalf of the company. It complies with the requirements of the Hong Kong Companies Ordinance and serves as official evidence of the board's approval and delegation of signing authority. The document includes essential details such as the meeting particulars, the nature of the agreement to be signed, the designated signatories, and any specific conditions or limitations on the signing authority.

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What is a Board Resolution To Sign Agreement?

A Board Resolution To Sign Agreement is a crucial corporate governance document required under Hong Kong law when a company needs formal board approval for executing significant agreements. This document is typically used when entering into material contracts, financing arrangements, or other important business transactions that require board-level authorization. It must comply with both the Hong Kong Companies Ordinance and the company's articles of association, ensuring proper corporate authority and protection for all stakeholders. The resolution records the board's decision-making process, identifies authorized signatories, and often includes specific parameters or conditions for the agreement's execution. It serves as evidence of proper corporate governance and can be required by counterparties, regulators, or auditors as proof of valid authorization.

What sections should be included in a Board Resolution To Sign Agreement?

1. Title and Date: Formal title of the document and date of the resolution

2. Company Information: Full legal name and registration details of the company

3. Meeting Details: Information about when and where the board meeting was held, or if it's a written resolution

4. Present Directors: List of directors participating in the meeting or written resolution

5. Chairperson: Identification of the meeting's chairperson

6. Quorum: Confirmation that a quorum was present for the meeting

7. Background: Brief context about why the agreement needs to be signed

8. Resolution: The formal resolution text authorizing the signing of the agreement

9. Authorized Signatories: Names and positions of persons authorized to sign the agreement

10. Certification: Statement certifying that the resolution was duly passed

11. Secretary/Director Signature: Space for company secretary or director to sign the resolution

What sections are optional to include in a Board Resolution To Sign Agreement?

1. Additional Resolutions: Used when multiple related decisions need to be documented alongside the main signing authorization

2. Conditions Precedent: Include when the signing authorization is subject to specific conditions being met

3. Dissenting Opinions: Required if any directors voted against the resolution and requested their dissent be recorded

4. Disclosure of Interests: Include when directors need to declare any interests in the agreement being authorized

5. Special Instructions: Used when specific instructions regarding the signing process need to be documented

What schedules should be included in a Board Resolution To Sign Agreement?

1. Schedule 1 - Agreement Summary: Brief summary of the key terms of the agreement to be signed

2. Schedule 2 - Extract of Articles: Relevant extracts from the company's articles of association regarding signing authority

3. Schedule 3 - Director Attendance Record: Detailed record of directors' attendance and voting (if required for compliance)

4. Appendix A - Power of Attorney: If signing authority is delegated through a power of attorney

5. Appendix B - Supporting Documents: Any additional documents referenced in the resolution or required for context

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

Cost

Free to use

Relevant legal definitions

Agreement
Articles
Authorized Signatory
Board
Board Meeting
Chairman
Company
Companies Ordinance
Directors
Effective Date
Meeting
Members
Quorum
Resolution
Secretary
Signing Authority
Special Resolution
Written Resolution

Clauses

Meeting Details
Quorum Confirmation
Attendance Record
Authority and Powers
Background and Purpose
Declaration of Interests
Resolution Terms
Signing Authorization
Document Identification
Execution Requirements
Delegation of Authority
Conditions and Limitations
Certification
Authentication
Filing Requirements

Relevant Industries

Financial Services

Banking

Real Estate

Manufacturing

Technology

Retail

Healthcare

Professional Services

Transportation

Energy

Telecommunications

Construction

Education

Mining

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Risk Management

Executive Office

Administrative Support

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Board Director

Chief Financial Officer

Corporate Counsel

Legal Director

Managing Director

Executive Director

Compliance Officer

Board Chairperson

General Counsel

Corporate Governance Officer

Risk Manager

Chief Operating Officer

Legal Manager

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