A Company Resolution is a crucial corporate governance document used by Hong Kong companies to formally record decisions made by either the board of directors or shareholders. Required under the Hong Kong Companies Ordinance (Cap. 622), resolutions can be passed at physical meetings, by written resolution, or in some cases, by hybrid or virtual meetings. The document is essential for various corporate actions, including but not limited to changes in company structure, appointment or removal of directors, approval of financial statements, authorization of significant transactions, and changes to the company's constitutional documents. The format and requirements vary depending on whether it's a board resolution, ordinary resolution (requiring 50% approval), or special resolution (requiring 75% approval). Proper documentation and filing of resolutions is crucial for maintaining corporate records and demonstrating compliance with Hong Kong company law.
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1. Title and Company Information: Full legal name of the company, company registration number, and registered office address
2. Date of Resolution: The date on which the resolution is passed or deemed to be passed
3. Type of Resolution: Specification of whether it's a board resolution, ordinary resolution, or special resolution
4. Meeting Details or Written Resolution Statement: If applicable, details of the meeting including time, place, and quorum, or statement that it's a written resolution
5. Present Parties: List of directors/shareholders present or participating (if applicable)
6. Recitals: Background information explaining why the resolution is necessary
7. Resolution Text: The actual decision(s) being made, clearly numbered if multiple resolutions
8. Declaration: Statement confirming the resolution was duly passed
9. Execution Block: Space for signature(s) of chairman/director(s)/company secretary as required
1. Quorum Confirmation: Used in meeting resolutions to confirm that quorum requirements were met as per articles
2. Notice and Waiver: Used when there's a need to record that proper notice was given or waived
3. Voting Results: Used in contentious resolutions or where voting numbers need to be recorded
4. Chairperson's Declaration: Optional additional declaration by the chairperson confirming proper procedure
5. Reservation of Rights: Used when certain parties wish to reserve their rights regarding the resolution
6. Dissenting Opinions: Used when there's a need to record disagreement with the resolution
7. Implementation Instructions: Used when specific actions need to be taken to implement the resolution
1. Notice of Meeting: Copy of the notice sent to relevant parties (if applicable)
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, certificates)
3. Proxy Forms: Copies of proxy forms if any votes were cast by proxy
4. Legal Opinions: Any legal opinions relied upon in making the resolution
5. Financial Statements: If the resolution relates to financial matters, relevant financial documents
6. Certificate of Resolution: Certified extract of the resolution for third party use
Relevant legal definitions
Articles of Association
Board
Board Meeting
Business Day
Chairman
Companies Ordinance
Company
Company Secretary
Directors
Effective Date
General Meeting
Hong Kong
Meeting
Members
Ordinary Resolution
Proxy
Quorum
Registered Office
Resolution
Secretary
Shareholders
Special Resolution
Subsidiary
Written Resolution
Voting Rights
Register of Members
Corporate Representative
Associated Company
Share Capital
Financial Year
Board
Board Meeting
Business Day
Chairman
Companies Ordinance
Company
Company Secretary
Directors
Effective Date
General Meeting
Hong Kong
Meeting
Members
Ordinary Resolution
Proxy
Quorum
Registered Office
Resolution
Secretary
Shareholders
Special Resolution
Subsidiary
Written Resolution
Voting Rights
Register of Members
Corporate Representative
Associated Company
Share Capital
Financial Year
Clauses
Corporate Authority
Appointment and Removal
Financial Matters
Share Capital
Constitutional Changes
Business Operations
Banking Matters
Corporate Structure
Asset Disposal
Property Transactions
Employment Matters
Legal Proceedings
Dividend Declaration
Administrative Changes
Regulatory Compliance
Corporate Restructuring
Contract Authorization
Borrowing Powers
Registered Office
Audit Matters
Company Secretary Matters
Investment Decisions
Remuneration
Corporate Seal Usage
Annual General Meeting
Subsidiary Management
Share Transfer
Board Committees
Company Name Change
Appointment and Removal
Financial Matters
Share Capital
Constitutional Changes
Business Operations
Banking Matters
Corporate Structure
Asset Disposal
Property Transactions
Employment Matters
Legal Proceedings
Dividend Declaration
Administrative Changes
Regulatory Compliance
Corporate Restructuring
Contract Authorization
Borrowing Powers
Registered Office
Audit Matters
Company Secretary Matters
Investment Decisions
Remuneration
Corporate Seal Usage
Annual General Meeting
Subsidiary Management
Share Transfer
Board Committees
Company Name Change
Relevant Industries
Financial Services
Manufacturing
Real Estate
Technology
Retail
Professional Services
Healthcare
Education
Construction
Transportation
Energy
Telecommunications
Media
Hospitality
Mining
Agriculture
Non-Profit Organizations
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Risk Management
Executive Management
Administrative Support
Corporate Affairs
Regulatory Affairs
Relevant Roles
Company Director
Chief Executive Officer
Company Secretary
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Chairman
Managing Director
Corporate Governance Officer
Risk Manager
Administrative Officer
Executive Director
Non-Executive Director
Independent Director
Shareholder Representative
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