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Board Resolution Setting Up A Subsidiary Company for Hong Kong

Board Resolution Setting Up A Subsidiary Company Template for Hong Kong

A formal board resolution document governed by Hong Kong law that authorizes and sets out the parameters for establishing a new subsidiary company. The document complies with the Hong Kong Companies Ordinance (Cap. 622) and includes key decisions regarding the subsidiary's formation, including its name, share capital structure, business scope, and appointed representatives. The resolution serves as official evidence of the board's approval and provides the necessary authority for designated individuals to proceed with the subsidiary's incorporation and related administrative matters.

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Board Resolution Setting Up A Subsidiary Company

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What is a Board Resolution Setting Up A Subsidiary Company?

A Board Resolution Setting Up A Subsidiary Company is a crucial corporate governance document used when a company decides to expand its operations through the establishment of a new subsidiary entity. This document is particularly important in Hong Kong's business environment, where the Companies Ordinance (Cap. 622) requires clear documentation of board decisions and proper authorization for corporate actions. The resolution typically follows a board meeting where directors have discussed and agreed upon the strategic decision to form a subsidiary. It includes essential details such as the proposed subsidiary's structure, capitalization, business objectives, and appointed representatives authorized to execute the formation. The document serves multiple purposes: it demonstrates compliance with corporate governance requirements, provides clear authority for individuals to act on the company's behalf, and creates a permanent record of the board's decision-making process. This type of resolution is commonly used by both local Hong Kong companies and international corporations establishing a presence in the region.

What sections should be included in a Board Resolution Setting Up A Subsidiary Company?

1. Title and Date: Formal identification of the document as a board resolution, including company name and date of the meeting

2. Attendance and Quorum: List of directors present and confirmation that the meeting meets quorum requirements as per the articles of association

3. Background: Explanation of the business rationale for establishing the subsidiary and any relevant context

4. Declarations of Interest: Directors' declarations of any interests in the proposed subsidiary formation

5. Resolutions: The formal decisions of the board, including approval to establish the subsidiary, its proposed name, share capital, and business scope

6. Authorization: Delegation of authority to specific individuals to execute documents and take necessary actions to establish the subsidiary

7. Company Secretary Certification: Certification by the company secretary that the resolution was duly passed at a properly constituted board meeting

What sections are optional to include in a Board Resolution Setting Up A Subsidiary Company?

1. Funding Arrangements: Details of initial capitalization and funding mechanisms for the subsidiary, used when specific funding arrangements need board approval

2. Management Structure: Appointment of directors and officers of the subsidiary, used when immediate appointments are being made

3. Special Business Requirements: Any special licenses, permits, or regulatory approvals required, included when the subsidiary requires specific regulatory compliance

4. Group Structure Impact: Analysis of how the new subsidiary fits into the existing group structure, used for complex corporate groups

5. Risk Assessment: Overview of key risks and mitigation strategies, included for high-risk or significant investments

What schedules should be included in a Board Resolution Setting Up A Subsidiary Company?

1. Schedule 1 - Subsidiary Details: Detailed information about the proposed subsidiary including registered address, share capital structure, and shareholders

2. Schedule 2 - Initial Directors: List of proposed directors for the subsidiary with their details and consent to act

3. Schedule 3 - Business Plan: Summary of the subsidiary's proposed business activities and initial operational plan

4. Appendix A - Draft Articles of Association: Proposed articles of association for the new subsidiary

5. Appendix B - Powers of Attorney: Draft powers of attorney for individuals authorized to execute formation documents

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

Manufacturing

Technology

Real Estate

Retail

Professional Services

Healthcare

Energy

Telecommunications

Construction

Trading and Distribution

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretarial

Finance

Corporate Development

Compliance

Risk Management

Executive Management

Board of Directors

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Governance Director

Board Director

Managing Director

Chief Operating Officer

Head of Corporate Development

Group Financial Controller

Compliance Officer

Risk Manager

Business Development Director

Investment Director

Industries





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