An Ordinary Resolution Of Shareholders is a fundamental tool in Hong Kong corporate governance, required under the Companies Ordinance (Cap. 622) for various standard business decisions. This document is typically used when companies need to obtain shareholder approval for routine matters such as adopting annual financial statements, appointing directors, declaring dividends, or appointing auditors. It requires a simple majority vote (more than 50%) to pass, distinguishing it from special resolutions which require a 75% majority. The document must adhere to Hong Kong's legal framework, including proper notice periods, quorum requirements, and voting procedures. It serves as official evidence of shareholder decisions and forms part of the company's permanent records, often being filed with the Hong Kong Companies Registry when required by law.
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1. Title and Company Information: States document type as 'Ordinary Resolution of Shareholders' and includes full company name, company registration number, and registered office address
2. Date: The date on which the resolution is passed
3. Meeting Details: Reference to the general meeting where the resolution was passed, including date, time, and location (if applicable)
4. Attendance and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Resolution Text: Clear statement of the resolution(s) being passed, typically starting with 'RESOLVED THAT...'
6. Voting Results: Record of the voting outcome, including numbers of votes for and against, and any abstentions
7. Certification: Statement certifying that the resolution was duly passed, typically signed by the Chairperson or Company Secretary
1. Recitals: Background information explaining the context and reasons for the resolution, used when additional context is needed for complex resolutions
2. Proxy Details: Information about proxies used in the voting, required when proxy votes were cast
3. Multiple Resolutions: Numbered list of multiple resolutions if more than one matter is being decided
4. Special Instructions: Any special instructions for implementing the resolution, used when the resolution requires specific actions to be taken
1. Attendance Register: List of shareholders or their proxies present at the meeting, including shareholding details
2. Voting Record: Detailed breakdown of votes cast, including proxy votes and specific shareholder voting records
3. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, contracts, or other documents being approved)
4. Notice of Meeting: Copy of the notice that was sent to shareholders calling the meeting, attached for reference
Relevant legal definitions
Company
Board
Directors
Shareholders
Meeting
Chairman
Company Secretary
Articles of Association
Ordinary Resolution
Notice
Proxy
Register of Members
Voting Rights
Business Day
Companies Ordinance
Quorum
Corporate Representative
Registered Office
Share Capital
Simple Majority
Written Resolution
Electronic Means
Voting Record Date
Register
Seal
Board
Directors
Shareholders
Meeting
Chairman
Company Secretary
Articles of Association
Ordinary Resolution
Notice
Proxy
Register of Members
Voting Rights
Business Day
Companies Ordinance
Quorum
Corporate Representative
Registered Office
Share Capital
Simple Majority
Written Resolution
Electronic Means
Voting Record Date
Register
Seal
Clauses
Company Identification
Meeting Details
Quorum Confirmation
Notice Compliance
Resolution Purpose
Resolution Text
Voting Results
Director Appointment
Financial Statement Approval
Dividend Declaration
Auditor Appointment
Remuneration Approval
Share Issuance
Capital Modification
Authority Delegation
Implementation Instructions
Certification
Authentication
Record Filing
Effective Date
Meeting Details
Quorum Confirmation
Notice Compliance
Resolution Purpose
Resolution Text
Voting Results
Director Appointment
Financial Statement Approval
Dividend Declaration
Auditor Appointment
Remuneration Approval
Share Issuance
Capital Modification
Authority Delegation
Implementation Instructions
Certification
Authentication
Record Filing
Effective Date
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Retail
Healthcare
Professional Services
Energy
Telecommunications
Transportation
Construction
Mining
Education
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Support
Executive Office
Shareholder Relations
Corporate Affairs
Risk Management
Administrative Support
Relevant Roles
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Director
Chief Executive Officer
Chief Financial Officer
Corporate Governance Officer
Legal Director
Managing Director
Chairman
Company Director
Shareholder Relations Manager
Corporate Affairs Manager
Risk Manager
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