Resolution To Remove Board Member for Hong Kong

Resolution To Remove Board Member Template for Hong Kong

A formal corporate resolution document governed by Hong Kong law, specifically the Companies Ordinance (Cap. 622), used to effect the removal of a director from a company's board. The document records the formal decision made either through a shareholders' meeting or written resolution, ensuring compliance with statutory requirements and the company's articles of association. It includes essential details such as the director's identification, the grounds for removal, voting results or shareholder approval, and necessary regulatory notifications. For listed companies, additional requirements under the HKEX Listing Rules and Securities and Futures Ordinance may apply.

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What is a Resolution To Remove Board Member?

A Resolution To Remove Board Member is a critical corporate governance document used when a company needs to formally remove a director from its board. This document must comply with Hong Kong's Companies Ordinance (Cap. 622) and the company's articles of association, potentially requiring special notice and specific voting thresholds. It's typically used in situations where there's a need for leadership change, conflict resolution, or corporate restructuring. The resolution must include specific details about the removal process, any representations made by the affected director, and necessary regulatory notifications. For listed companies in Hong Kong, additional compliance requirements under the HKEX Listing Rules must be considered. The document serves as an official record of the decision and forms part of the company's statutory records.

What sections should be included in a Resolution To Remove Board Member?

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

2. Meeting Details: Date, time, and location of the meeting (if passed in a meeting) or date of circulation (if written resolution)

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

4. Notice Confirmation: Confirmation that proper notice was given as required by the Companies Ordinance and articles of association

5. Director Identification: Full name and details of the director to be removed

6. Resolution Text: Formal text of the resolution to remove the director, citing relevant authority under Companies Ordinance and articles

7. Effective Date: Specified date when the removal becomes effective

8. Certification: Signature section for company secretary or director to certify the resolution as true and accurate

What sections are optional to include in a Resolution To Remove Board Member?

1. Special Notice Reference: Include when special notice was given by members proposing the resolution, as required under Companies Ordinance

2. Director's Representations: Include if the director being removed has made representations that need to be noted

3. Voting Results: Include detailed voting results when the resolution is passed in a general meeting rather than by written resolution

4. Regulatory Notifications: Include for listed companies requiring specific notifications to HKEX or SFC

5. Replacement Director Appointment: Include if a new director is being appointed simultaneously to fill the vacancy

What schedules should be included in a Resolution To Remove Board Member?

1. Notice of Meeting: Copy of the notice sent to members (if applicable)

2. Special Notice: Copy of special notice received from members proposing the resolution (if applicable)

3. Director's Written Representations: Copy of any written representations made by the director being removed

4. Voting Record: Detailed record of votes cast (if passed in a general meeting)

5. Required Regulatory Forms: Copies of forms required for filing with Companies Registry or regulatory bodies

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

Complaint Letter

Cost

Free to use
Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Manufacturing

Technology

Retail

Healthcare

Energy

Transportation

Professional Services

Telecommunications

Construction

Education

Non-profit Organizations

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Regulatory Affairs

Executive Office

Corporate Affairs

Risk Management

Administrative Support

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Governance Officer

Board Chairman

Director

Chief Legal Officer

Compliance Officer

Corporate Secretary

General Counsel

Chief Financial Officer

Head of Legal

Corporate Affairs Director

Regulatory Compliance Manager

Board Relations 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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