The Appointing A Director By Ordinary Resolution document is a crucial corporate governance instrument used in Hong Kong companies when shareholders need to formally appoint a new director to the board. This document is required under the Hong Kong Companies Ordinance (Cap. 622) and must be filed with the Companies Registry within 15 days of the appointment. It's typically used when a new director is being added to the board, when replacing a resigned director, or when expanding the board's composition. The resolution includes essential details such as the appointee's personal information, the effective date of appointment, and confirmation of the appointee's consent to act as director. The document serves as official evidence of the appointment and forms part of the company's statutory records.
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1. Company Information Header: Full registered name of the company, company number, and registered office address
2. Meeting Details: Date, time, location of the meeting (or specification that it's a written resolution)
3. Attendance Record: List of members present and voting rights (if at a meeting), or list of eligible members (if written resolution)
4. Quorum Statement: Confirmation that the meeting is properly constituted with required quorum
5. Resolution Text: The formal ordinary resolution text for appointing the director
6. Appointment Details: Full name, identification details, and effective date of the director's appointment
7. Authentication: Signature section for chairman/company secretary to certify the resolution
1. Chairperson Appointment: Required only if the regular chairperson is not present and a temporary chair needs to be appointed
2. Notice Confirmation: Statement confirming proper notice was given - required only if there are specific notice requirements in the articles
3. Proxy Details: Include only if any members are voting by proxy
4. Additional Appointments: Include if the director is also being appointed to specific committees or roles
5. Resignation Acknowledgment: Include if this appointment is filling a vacancy from a recent resignation
1. Director's Consent to Act: Written consent from the appointed director accepting the position
2. Director's Information Sheet: Personal details, contact information, and declarations required for Companies Registry filing
3. Voting Results: Detailed breakdown of votes cast (if requested or required by articles)
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Transportation
Telecommunications
Education
Construction
Hospitality
Media and Entertainment
Non-Profit Organizations
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Risk Management
Executive Office
Corporate Affairs
Administrative Support
Regulatory Affairs
Relevant Roles
Company Secretary
Corporate Governance Manager
Legal Counsel
Compliance Officer
Board Secretary
Director of Legal Affairs
Chief Executive Officer
Chief Legal Officer
Corporate Affairs Manager
Risk Management Officer
Managing Director
Board Chairman
Governance Specialist
Legal Administrator
Company Director
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