Company Resolution Document for Hong Kong

Company Resolution Document Template for Hong Kong

A formal corporate document prepared under Hong Kong law that records decisions and authorizations made by a company's governing body or shareholders. The document complies with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, serving as official evidence of corporate decisions. It captures key details including the meeting particulars, attendees, precise wording of resolutions passed, and necessary authorizations. The document holds significant legal weight and can be used for various corporate actions, from routine operational matters to major strategic decisions.

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What is a Company Resolution Document?

A Company Resolution Document is a fundamental corporate governance tool used in Hong Kong to formally document company decisions and authorizations. These resolutions, governed by the Hong Kong Companies Ordinance (Cap. 622), can be passed either in physical meetings, virtually, or through written resolutions. They are essential for recording both routine operational decisions and significant corporate actions such as changes in directors, share issuances, corporate restructuring, or major business transactions. The document must comply with local regulatory requirements and the company's articles of association, often requiring specific formatting, execution requirements, and filing obligations with the Hong Kong Companies Registry. It serves as legal evidence of corporate decision-making and is frequently required by external stakeholders such as banks, auditors, and regulatory bodies.

What sections should be included in a Company Resolution Document?

1. Company Details: Full legal name of the company, company number, and registered office address

2. Meeting Details: Date, time, location (if applicable), and type of resolution (board resolution, shareholders' resolution, written resolution, etc.)

3. Attendance and Quorum: List of directors/shareholders present or participating, confirmation of quorum requirements being met

4. Notice and Compliance: Statement confirming proper notice was given or waived, and compliance with articles of association

5. Background: Context and reasons for the resolutions being considered

6. Resolutions: Clear statement of each resolution being passed, numbered or lettered for reference

7. Declaration: Statement that resolutions were duly passed in accordance with the company's articles and applicable laws

8. Execution: Signature block for chairman/company secretary/directors as required

What sections are optional to include in a Company Resolution Document?

1. Recital of Powers: Reference to specific provisions in articles of association or laws granting power to pass resolutions - used for more complex or significant decisions

2. Deliberations: Summary of discussions or considerations - included when there's a need to document the decision-making process

3. Declarations of Interest: Directors' declarations of any interests in the matter being decided - required when dealing with connected transactions or conflicts of interest

4. Reservations or Dissenting Views: Record of any dissenting votes or reservations expressed - included when there isn't unanimous agreement

5. Implementation Instructions: Specific directions for implementing the resolutions - used when immediate action is required

6. Filing Instructions: Details of any required regulatory filings - included when resolutions need to be filed with authorities

What schedules should be included in a Company Resolution Document?

1. Schedule 1 - Supporting Documents: Copies of relevant documents referenced in the resolutions (e.g., contracts, certificates)

2. Schedule 2 - Powers of Attorney: If resolution involves granting power of attorney or authority to specific individuals

3. Schedule 3 - Corporate Structure Charts: For resolutions involving corporate restructuring or subsidiary matters

4. Appendix A - Notice of Meeting: Copy of the notice given for the meeting (if applicable)

5. Appendix B - Proxy Forms: Copies of proxy forms for shareholder resolutions

6. Appendix C - Financial Information: Relevant financial statements or information for resolutions involving financial matters

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Professional Services

Banking

Insurance

Real Estate

Manufacturing

Technology

Retail

Healthcare

Construction

Energy

Telecommunications

Transportation

Education

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board Secretariat

Risk Management

Corporate Affairs

Executive Office

Finance

Audit

Relevant Roles

Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Chairman

Managing Director

Executive Director

Non-Executive Director

Corporate Secretary

General Counsel

Risk Manager

Audit Manager

Corporate Affairs Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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