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Board Resolution For Cancellation Of Shares for Hong Kong

Board Resolution For Cancellation Of Shares Template for Hong Kong

A formal corporate document executed under Hong Kong law that records the board of directors' resolution to cancel specified shares of the company. This document must comply with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, detailing the specific terms of the share cancellation, including the number and class of shares to be cancelled, the reason for cancellation, and any consideration involved. It serves as official evidence of the board's decision and forms part of the company's corporate records, requiring subsequent filing with the Hong Kong Companies Registry.

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Board Resolution For Cancellation Of Shares

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What is a Board Resolution For Cancellation Of Shares?

A Board Resolution For Cancellation of Shares is a crucial corporate document required under Hong Kong law when a company decides to cancel any portion of its issued shares. This document is typically used in scenarios such as share buy-backs, capital reduction exercises, or when dealing with forfeited shares. The resolution must comply with the Hong Kong Companies Ordinance (Cap. 622) and include specific details about the shares being cancelled, the basis for cancellation, and any consideration involved. It forms part of the company's official records and must be filed with the Hong Kong Companies Registry within the prescribed timeframe. The document should demonstrate compliance with relevant statutory requirements, company articles, and proper corporate governance procedures, including appropriate board approval and, where necessary, shareholder authorization.

What sections should be included in a Board Resolution For Cancellation Of Shares?

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

2. Meeting Details: Date, time, and location of the board meeting

3. Present: List of directors present at the meeting and confirmation of quorum

4. Chairperson: Identification of the meeting's chairperson

5. Background: Context for the share cancellation, including reference to relevant company articles and statutory provisions

6. Declaration of Interests: Directors' declarations of any interests in the proposed share cancellation

7. Resolutions: Specific resolutions for the cancellation of shares, including number and class of shares, consideration (if any), and effective date

8. Filing Requirements: Instructions for filing necessary forms with the Companies Registry

9. Authorization: Authorization for company secretary or directors to execute all necessary documents

10. Closure: Formal closing of the meeting and signature of chairperson

What sections are optional to include in a Board Resolution For Cancellation Of Shares?

1. Share Buy-back Details: Required when the cancellation is pursuant to a share buy-back, detailing the terms of the buy-back

2. Capital Reduction Statement: Required when the cancellation is part of a capital reduction, including solvency statement

3. Shareholder Approval Reference: Required if prior shareholder approval was obtained, referencing the relevant resolution

4. Financial Assessment: Optional section detailing the financial impact of the share cancellation

5. Legal Opinion Reference: Required if external legal opinion was obtained regarding the cancellation

What schedules should be included in a Board Resolution For Cancellation Of Shares?

1. Schedule 1 - Details of Shares to be Cancelled: Detailed list of shares to be cancelled, including share certificate numbers, distinctive numbers, and class of shares

2. Schedule 2 - Shareholder Information: Details of shareholders whose shares are being cancelled

3. Schedule 3 - Post-Cancellation Share Capital Structure: Overview of the company's share capital structure after the cancellation

4. Appendix A - Supporting Documents: Copies of relevant supporting documents such as share certificates, buy-back agreements, or shareholder approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions




















Clauses















Relevant Industries

Financial Services

Banking

Investment Management

Professional Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Energy

Telecommunications

Mining

Insurance

Private Equity

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Board Administration

Share Registry

Corporate Affairs

Risk Management

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Company Director

Board Chairman

Chief Executive Officer

Chief Financial Officer

Compliance Officer

Corporate Governance Officer

Finance Director

Legal Director

Share Registrar

Corporate Administrator

Board Administrator

Industries





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