The Unanimous Resolution of Shareholders is a crucial corporate governance tool in Hong Kong's legal framework, providing an efficient alternative to formal shareholder meetings. It is commonly used when all shareholders agree on a particular course of action, eliminating the need for formal meeting procedures. This document type is specifically recognized under the Hong Kong Companies Ordinance (Cap. 622) and must be signed by or on behalf of all shareholders entitled to vote on the matter. It's particularly useful for private companies with a small number of shareholders, though it can be used by companies of any size provided all shareholders agree. The resolution can cover various corporate actions, from routine matters to significant changes in the company's structure or operations, and becomes effective once all shareholders have signed it, unless a later date is specified in the resolution itself.
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1. Title and Date: Clearly states this is a Unanimous Written Resolution of the Shareholders of [Company Name] and the date of the resolution
2. Company Details: Full company name, registration number, and registered office address
3. Introduction: References to relevant sections of Companies Ordinance and company's articles of association that allow for written resolutions
4. Present Shareholders: List of all shareholders with their shareholding details, demonstrating 100% representation
5. Resolutions: Clear statement of each resolution being passed, numbered or lettered for clarity
6. Declaration: Statement confirming unanimous agreement and that proper procedures have been followed
7. Execution Block: Space for signatures of all shareholders or their authorized representatives
1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need explanation
2. Conditions Precedent: Any conditions that must be met before the resolutions become effective, used when resolution implementation depends on external factors
3. Further Assurance: Clause committing shareholders to take any further actions necessary to give effect to the resolutions, used for complex implementations
4. Notice Waiver: Explicit waiver of notice requirements, used when normal notice periods are being waived
5. Effective Date: Specific clause about when the resolutions take effect, used when implementation is not immediate
1. Share Ownership Schedule: Detailed breakdown of shareholding structure, including number and class of shares held by each shareholder
2. Resolution Details: Detailed terms of complex resolutions that are too lengthy to include in the main body
3. Supporting Documents: Copies of relevant documents referenced in the resolutions (e.g., new articles, agreements being approved)
4. Certificate of Secretary: Company secretary's certification of the resolution's validity and compliance with company requirements
Relevant legal definitions
Articles
Board
Business Day
Company
Companies Ordinance
Directors
Effective Date
Hong Kong
Meeting
Members
Ordinary Resolution
Registered Office
Resolution
Secretary
Shareholders
Shares
Special Resolution
Voting Rights
Written Resolution
Unanimous Resolution
Register of Members
Share Certificate
Corporate Representative
Authorized Representative
Seal
Articles of Association
Memorandum of Association
Companies Registry
Board
Business Day
Company
Companies Ordinance
Directors
Effective Date
Hong Kong
Meeting
Members
Ordinary Resolution
Registered Office
Resolution
Secretary
Shareholders
Shares
Special Resolution
Voting Rights
Written Resolution
Unanimous Resolution
Register of Members
Share Certificate
Corporate Representative
Authorized Representative
Seal
Articles of Association
Memorandum of Association
Companies Registry
Clauses
Company Information
Resolution Authority
Declaration of Shareholders
Share Capital Changes
Director Appointments
Corporate Structure
Business Operations
Financial Matters
Constitutional Amendments
Asset Disposals
Share Transfers
Dividend Declarations
Officer Appointments
Corporate Actions
Execution Authority
Implementation Powers
Notice Requirements
Further Assurance
Effective Date
Company Secretary Authorization
Resolution Authority
Declaration of Shareholders
Share Capital Changes
Director Appointments
Corporate Structure
Business Operations
Financial Matters
Constitutional Amendments
Asset Disposals
Share Transfers
Dividend Declarations
Officer Appointments
Corporate Actions
Execution Authority
Implementation Powers
Notice Requirements
Further Assurance
Effective Date
Company Secretary Authorization
Relevant Industries
Financial Services
Professional Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Transportation
Energy
Telecommunications
Construction
Education
Hospitality
Mining
Agriculture
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Executive Management
Board of Directors
Shareholder Relations
Corporate Affairs
Risk Management
Administrative
Relevant Roles
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Executive Officer
Chief Financial Officer
Director
Board Member
Corporate Governance Officer
Legal Director
Managing Director
Company Director
Shareholder Relations Manager
Corporate Services Manager
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