The Circular Resolution of Shareholders is a crucial corporate governance tool used in Hong Kong when companies need to obtain shareholder approval without convening a physical meeting. This document type is particularly useful for companies with shareholders in different locations or when urgent decisions need to be made. It must comply with Sections 548-561 of the Companies Ordinance (Cap. 622) and requires circulation to all eligible shareholders, clearly stating the proposed resolutions and providing necessary supporting information. The document becomes effective once signed by shareholders representing the required majority (typically over 50% for ordinary resolutions or 75% for special resolutions). It's commonly used for approving matters such as changes to company structure, major transactions, appointment of directors, or amendments to company articles.
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1. Company Identification: Full registered name of the company, company number, and registered office address
2. Date: The date on which the resolution is circulated
3. Title of Resolution: Clear identification that this is a written shareholders' resolution passed pursuant to the Companies Ordinance
4. Recitals: Background information explaining why the resolution is being proposed and reference to relevant company articles or statutory provisions
5. Resolution Text: The actual text of the resolution(s) being passed, clearly numbered if multiple resolutions
6. Declaration of Compliance: Statement confirming compliance with relevant sections of the Companies Ordinance regarding written resolutions
7. Signature Block: Space for shareholders' signatures, including name, shareholding details, and date of signing
1. Definitions: Required when the resolution contains technical terms or references that need clear definition
2. Notice Period Waiver: Include when shareholders agree to waive the statutory notice period for written resolutions
3. Statement of Directors' Interest: Required when the resolution involves matters where directors have interests that need to be declared
4. Conditions Precedent: Include when the resolution is conditional upon certain events or actions occurring
1. Schedule of Shareholders: List of all shareholders eligible to vote, including their shareholding details and percentage of voting rights
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., new articles of association, contracts being approved)
3. Certificate of Secretary: Optional certification by company secretary confirming the resolution was properly passed and recorded
Relevant legal definitions
Clauses
Identification of Company
Nature of Resolution
Statutory Authority
Meeting Waiver
Resolution Text
Voting Requirements
Shareholder Approval
Implementation Authority
Record Filing
Notice Requirements
Effectiveness
Certification
Execution
Quorum Confirmation
Distribution of Resolution
Compliance Declaration
Nature of Resolution
Statutory Authority
Meeting Waiver
Resolution Text
Voting Requirements
Shareholder Approval
Implementation Authority
Record Filing
Notice Requirements
Effectiveness
Certification
Execution
Quorum Confirmation
Distribution of Resolution
Compliance Declaration
Relevant Industries
Financial Services
Technology
Real Estate
Manufacturing
Retail
Professional Services
Healthcare
Education
Construction
Transportation
Energy
Telecommunications
Mining
Agriculture
Entertainment
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board of Directors
Executive Management
Risk Management
Regulatory Affairs
Corporate Affairs
Relevant Roles
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Director
CEO
CFO
Corporate Governance Manager
Legal Director
Managing Director
Board Chairman
General Counsel
Corporate Affairs Manager
Risk Manager
Regulatory Compliance Manager
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