Company Resolution Form Template for Hong Kong
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What is a Company Resolution Form?
A Company Resolution Form is a crucial corporate governance document used to formally record decisions made within a Hong Kong company. It's required under the Hong Kong Companies Ordinance (Cap. 622) for documenting significant company decisions, whether made by the board of directors or shareholders. The document is used for various purposes, including opening bank accounts, changing company officers, modifying company constitution, approving major transactions, or making other important corporate decisions. It must contain specific information such as the company's details, meeting particulars, attendance records, and the exact text of resolutions passed. These forms are essential for maintaining proper corporate records and may need to be presented to banks, regulatory authorities, or other third parties as evidence of properly authorized corporate actions.
About the Company Resolution Form
When your Hong Kong company needs to make important decisions, you must document them properly using a Company Resolution Form. This legal document serves as official proof that your company has followed the correct procedures under Hong Kong law when making significant corporate decisions. Whether you're a director, company secretary, or shareholder, understanding how to properly prepare and execute these forms is essential for maintaining corporate compliance.
When do you need this document?
You'll need a Company Resolution Form whenever your company makes decisions that require formal approval and documentation. This includes opening new bank accounts, appointing or removing directors and company secretaries, changing the company's registered office address, or amending the articles of association. Major financial decisions such as taking out loans, entering into significant contracts, or approving large expenditures also require formal resolutions. If your company is considering mergers, acquisitions, or changes to share capital, you'll need detailed resolution forms to document these critical decisions. Listed companies must also use resolution forms for decisions affecting securities or requiring market disclosure.
Key legal considerations
Your Company Resolution Form must meet specific legal requirements to be valid and enforceable. The document must clearly identify your company with its full registered name, company number, and registered office address. You need to specify whether the resolution was passed by directors or shareholders, and confirm that proper quorum requirements were met according to your company's articles of association. The exact wording of each resolution must be recorded precisely, as this becomes the official record of what was decided. You must also document who attended the meeting, who chaired it, and whether proper notice was given or validly waived. Any conflicts of interest must be declared and recorded appropriately.
Legal requirements in Hong Kong
Under the Companies Ordinance (Cap. 622), your Hong Kong company must maintain proper records of all resolutions passed by directors and shareholders. The Companies (Model Articles) Notice (Cap. 622H) provides specific guidance on how resolutions should be documented and the procedures that must be followed. Your resolution forms must be kept at the company's registered office and made available for inspection by members and creditors as required by law. For listed companies, additional requirements under the Securities and Futures Ordinance (Cap. 571) and the Corporate Governance Code may apply, particularly for resolutions affecting share prices or requiring market disclosure. The resolution form should be signed by the chairperson of the meeting and retained as part of your company's statutory records for the required period.
GOVERNING LAW
Applicable law
This Company Resolution Form is drafted to comply with Hong Kong law. Key legislation includes:
Companies (Model Articles) Notice (Cap. 622H): Provides the model articles of association for Hong Kong companies, which include provisions about how company resolutions should be passed and documented.
Securities and Futures Ordinance (Cap. 571): Relevant for listed companies when passing resolutions that may affect securities or require disclosure to the market.
Corporate Governance Code: Guidelines issued by the Hong Kong Stock Exchange that set out principles of good corporate governance, including requirements for certain types of resolutions.
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32): Relevant for resolutions related to company reorganization, winding up, or other significant corporate changes.
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