A Board Of Directors Corporate Resolution is a crucial governance document used when a company's board needs to formally record its decisions and authorize specific actions. In Hong Kong, these resolutions must comply with the Companies Ordinance (Cap. 622) and follow established corporate governance practices. The document is typically used for important decisions such as opening bank accounts, appointing officers, approving significant transactions, issuing shares, or establishing new corporate policies. It serves multiple purposes: providing evidence of proper corporate authorization, creating a historical record of board decisions, and demonstrating compliance with legal and regulatory requirements. The resolution must include specific details about the meeting, the directors present, and the exact wording of decisions made, making it a vital tool for corporate record-keeping and governance.
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1. Title and Date: Formal title of the document identifying it as a Board Resolution and the date of the meeting
2. Company Details: Full legal name of the company, registration number, and registered office address
3. Meeting Details: Time, location, and nature of the meeting (regular/special)
4. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
5. Notice: Confirmation that proper notice was given or waived
6. Chair: Identity of the meeting's chairperson
7. Declarations of Interest: Record of any interests declared by directors in relation to the matters being discussed
8. Resolutions: Clear statement of each resolution passed, numbered sequentially
9. Certification: Statement certifying that the resolution is true and accurate, with space for required signatures
1. Background/Recitals: Context and background information for complex resolutions, used when additional explanation is needed
2. Previous Minutes: Confirmation of previous minutes, if being approved in this meeting
3. Deliberations: Summary of key discussions, if relevant to understanding the decisions
4. Voting Results: Detailed breakdown of votes, if not unanimous
5. Implementation Instructions: Specific directions for carrying out the resolutions, if complex actions are required
1. Schedule 1 - Supporting Documents: Copies of relevant documents referenced in the resolutions
2. Schedule 2 - Voting Record: Detailed record of votes cast, if required
3. Schedule 3 - Powers Granted: Detailed description of any powers or authorities granted by the resolution
4. Appendix A - Meeting Notice: Copy of the original meeting notice and agenda
5. Appendix B - Written Consents: Any written consents or waivers from directors
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Retail
Healthcare
Education
Professional Services
Transportation
Energy
Telecommunications
Construction
Mining
Hospitality
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Executive Office
Board Administration
Regulatory Affairs
Risk Management
Relevant Roles
Chief Executive Officer
Company Secretary
Board Director
Chairman of the Board
Chief Financial Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
General Counsel
Executive Director
Non-Executive Director
Independent Director
Managing Director
Corporate Secretary
Board Administrator
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