A Change Of Directors Resolution is a fundamental corporate governance document required under Hong Kong law whenever there are changes to a company's board composition. This document must comply with the Hong Kong Companies Ordinance (Cap. 622) and the company's articles of association. It is used when appointing new directors, accepting director resignations, or both simultaneously. The resolution must contain specific details about the incoming and/or outgoing directors, the effective date of the changes, and any other relevant corporate governance matters. It serves as the official record of the board changes and is required for updating the Hong Kong Companies Registry records through the submission of Form ND2A. The document is typically prepared following a board or shareholders' meeting where the changes were approved, and it must be properly executed according to Hong Kong legal requirements.
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1. Company Information: Full legal name of the company, registration number, and registered office address
2. Meeting Details: Date, time, location/mode of meeting, and type of meeting (Board/Shareholders)
3. Attendance and Quorum: List of attendees and confirmation that quorum requirements are met
4. Chairman: Identification of the meeting's chairman
5. Resolutions: The formal resolutions regarding resignation(s) and/or appointment(s) of directors
6. Effective Date: Specification of when the changes take effect
7. Certification: Confirmation of the resolution's passing and authorized signature(s)
1. Preliminary Matters: Any relevant background information or previous resolutions to be noted - used when context is needed
2. Additional Corporate Actions: Any related corporate actions required - used when other changes are being made simultaneously
3. Regulatory Compliance Statement: Statement confirming compliance with relevant regulations - used for regulated companies
4. Share Capital Status: Current share capital details - used when required by articles or when relevant to voting
5. Consideration of Directors' Interests: Declaration of any interests - used when there are potential conflicts of interest
1. Schedule 1 - Details of New Director(s): Personal information and contact details of newly appointed directors
2. Schedule 2 - Resignation Letter(s): Copies of resignation letters from departing directors
3. Schedule 3 - Form ND2A: Notice of Change of Directors form for Companies Registry filing
4. Schedule 4 - Directors' Consent Forms: Written consents from new directors accepting their appointment
Relevant legal definitions
Clauses
Meeting Constitution
Quorum Confirmation
Previous Minutes
Director Resignation
Director Appointment
Corporate Authority
Regulatory Compliance
Filing Requirements
Board Composition
Effective Date
Director Details
Company Records
Signature Authority
Certification
Declaration of Interests
Banking Mandates
Company Seal
Quorum Confirmation
Previous Minutes
Director Resignation
Director Appointment
Corporate Authority
Regulatory Compliance
Filing Requirements
Board Composition
Effective Date
Director Details
Company Records
Signature Authority
Certification
Declaration of Interests
Banking Mandates
Company Seal
Relevant Industries
Financial Services
Manufacturing
Retail
Technology
Real Estate
Professional Services
Healthcare
Education
Transportation
Energy
Construction
Telecommunications
Hospitality
Media and Entertainment
Non-Profit Organizations
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board of Directors
Executive Office
Risk Management
Administrative Support
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Governance Officer
Board Chairman
Director
Legal Counsel
Compliance Officer
Corporate Secretary
Board Member
Managing Director
Executive Director
Non-Executive Director
Independent Director
Chief Legal Officer
Governance Manager
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