Corporate Resolution Document for Hong Kong

Corporate Resolution Document Template for Hong Kong

A Corporate Resolution Document is a formal record of decisions made by a company's governing body in Hong Kong, complying with the Companies Ordinance (Cap. 622). This document serves as official evidence of corporate actions and decisions, capturing the formal approval of specific business matters by the board of directors or shareholders. It must adhere to Hong Kong's legal requirements regarding corporate governance, including proper authorization, execution, and filing procedures where necessary.

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What is a Corporate Resolution Document?

A Corporate Resolution Document is a crucial corporate governance instrument used to document and formalize decisions made by a company's board of directors or shareholders in Hong Kong. It serves as official evidence of corporate actions, ranging from routine matters such as opening bank accounts to significant decisions like mergers or capital changes. The document must comply with the Hong Kong Companies Ordinance (Cap. 622) and any requirements specified in the company's articles of association. It typically includes details of the meeting, attendees, precise wording of resolutions passed, and proper execution by authorized persons. This document is essential for maintaining corporate records, demonstrating compliance with legal requirements, and facilitating business operations with third parties who may require evidence of corporate authorization.

What sections should be included in a Corporate Resolution Document?

1. Title and Date: Formal identification of the document as a Corporate Resolution with the date of the meeting

2. Company Information: Full legal name of the company, registration number, and registered office address

3. Meeting Details: Type of meeting (Board/Shareholder), location, time, and method of conducting the meeting

4. Attendance and Quorum: List of directors/shareholders present and confirmation of quorum requirements being met

5. Chairperson: Identification of the meeting's chairperson

6. Notice and Waiver: Confirmation that proper notice was given or waived

7. Declarations of Interest: Directors' declarations of any interests in the matters being considered

8. Resolutions: Clear statement of each resolution passed, numbered sequentially

9. Certification: Statement certifying that the resolutions were duly passed

10. Execution: Signature block for the chairperson and/or company secretary

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

1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need context

2. Previous Resolutions: Reference to previous relevant resolutions, used when new resolutions modify or depend on earlier ones

3. Voting Results: Detailed breakdown of votes, used in contested resolutions or when required by articles

4. Delegated Authority: Specific powers granted to individuals to implement resolutions, used when execution requires multiple steps

5. Conditions Precedent: Any conditions that must be met before resolutions become effective, used in complex transactions

6. Corporate Seal: Section for affixing corporate seal, used when required by articles or for specific formal documents

What schedules should be included in a Corporate Resolution Document?

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

2. Schedule 2 - Powers of Attorney: Details of any powers of attorney granted pursuant to the resolutions

3. Schedule 3 - Specimen Signatures: Specimen signatures of authorized signatories appointed by the resolutions

4. Appendix A - Notice of Meeting: Copy of the notice calling the meeting

5. Appendix B - Attendance Register: Detailed register of all attendees including observers if any

6. Appendix C - Proxy Forms: Copies of proxy forms if any shareholders/directors attended by proxy

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

Banking

Insurance

Real Estate

Manufacturing

Technology

Retail

Healthcare

Education

Professional Services

Telecommunications

Energy

Transportation

Construction

Hospitality

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board Administration

Corporate Governance

Risk Management

Executive Management

Finance

Administrative Support

Relevant Roles

Chief Executive Officer

Company Secretary

Director

Board Chairman

Chief Financial Officer

Legal Counsel

Compliance Officer

Corporate Governance Officer

Risk Manager

General Counsel

Managing Director

Executive Director

Non-Executive Director

Corporate Secretary

Board Administrator

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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