Director Authorization Letter for Hong Kong

Director Authorization Letter Template for Hong Kong

A Director Authorization Letter is a formal document used in Hong Kong corporate governance that enables a director to delegate specific powers and authorities to another individual. Governed by the Hong Kong Companies Ordinance (Cap. 622), this document outlines the scope, duration, and limitations of the delegated authority, ensuring compliance with local corporate law requirements. It serves as an official record of the delegation of director's powers and provides legal protection for both the authorizing director and the authorized person in executing their respective duties.

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What is a Director Authorization Letter?

The Director Authorization Letter is a crucial corporate governance document used when a director needs to formally delegate certain powers or responsibilities to another individual within or outside the organization. This document, which must comply with Hong Kong Companies Ordinance requirements, is commonly used during periods of director absence, for specific projects or transactions, or to facilitate operational efficiency in day-to-day business activities. It typically includes detailed information about the scope of authority, duration, limitations, and specific powers being delegated. The letter serves as legal evidence of the delegation and helps protect both the authorizing director and the authorized person by clearly defining the parameters of the authorization. This document is particularly important in Hong Kong's business environment, where clear documentation of corporate authority and decision-making is essential for regulatory compliance and good governance practices.

What sections should be included in a Director Authorization Letter?

1. Letter Header: Company letterhead with full registered address and company registration number

2. Date: Date of the authorization

3. Director Details: Full name and position of the authorizing director

4. Authorized Person Details: Full name, ID/passport number, and position (if applicable) of the person being authorized

5. Scope of Authorization: Clear and specific description of the powers and authorities being delegated

6. Duration: Specific period for which the authorization is valid

7. Limitations and Restrictions: Any specific limitations or restrictions on the authorized powers

8. Signature Block: Space for director's signature, company stamp, and witness signature if required

What sections are optional to include in a Director Authorization Letter?

1. Company Board Resolution Reference: Reference to relevant board resolution if the authorization is pursuant to a board decision

2. Revocation Clause: Specific terms under which the authorization can be revoked before the end date

3. Indemnification: Clause addressing indemnification of the authorized person when acting under this authority

4. Reporting Requirements: Requirements for the authorized person to report on actions taken under this authority

What schedules should be included in a Director Authorization Letter?

1. Schedule of Specific Powers: Detailed list of specific actions and decisions the authorized person can make

2. Copy of Board Resolution: If applicable, attach the relevant board resolution authorizing the delegation

3. Specimen Signature: Specimen signature of the authorized person for verification purposes

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

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Retail

Healthcare

Professional Services

Trading and Distribution

Construction

Hospitality

Education

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Executive Office

Finance

Administration

Risk Management

Operations

Relevant Roles

Director

Executive Director

Managing Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

General Manager

Department Head

Senior Manager

Legal Counsel

Compliance Officer

Corporate Governance Officer

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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