A Company Resolution Form is a crucial corporate governance document used to formally record decisions made within a Hong Kong company. It's required under the Hong Kong Companies Ordinance (Cap. 622) for documenting significant company decisions, whether made by the board of directors or shareholders. The document is used for various purposes, including opening bank accounts, changing company officers, modifying company constitution, approving major transactions, or making other important corporate decisions. It must contain specific information such as the company's details, meeting particulars, attendance records, and the exact text of resolutions passed. These forms are essential for maintaining proper corporate records and may need to be presented to banks, regulatory authorities, or other third parties as evidence of properly authorized corporate actions.
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1. Company Information Header: Full registered name of the company, company registration number, and registered office address
2. Meeting Details: Date, time, location (if applicable), and type of meeting (Board/Shareholders)
3. Attendance and Quorum: List of directors/shareholders present, confirmation of quorum requirements being met
4. Notice and Convening: Confirmation that proper notice was given or waived
5. Chairperson: Appointment/confirmation of the meeting chairperson
6. Declarations of Interest: Any declarations of interest by directors in relation to the matters being considered
7. Resolutions: The actual text of the resolutions being passed, clearly marked as ordinary or special resolutions if applicable
8. Close of Meeting: Time of meeting conclusion
9. Certification: Signature section for company secretary or director to certify the resolution as true and accurate
1. Preliminary Discussions: Record of any significant discussions leading to the resolutions, used when context is important for future reference
2. Recitals: Background information explaining why the resolutions are necessary, used for complex or significant corporate actions
3. Voting Results: Detailed breakdown of votes for shareholder resolutions, required for contested resolutions or when specifically requested
4. Dissenting Opinions: Record of any formal objections or dissenting votes, included when there is not unanimous agreement
5. Related Party Declarations: Detailed disclosures of related party interests, required for transactions involving related parties
6. Legal Advice Reference: Reference to any legal opinions received, included when resolutions are based on legal counsel
7. Conditional Provisions: Any conditions that must be met for the resolutions to take effect, used for complex transactions
1. Schedule 1 - Supporting Documents: List and copies of any documents referenced in the resolutions
2. Schedule 2 - Proxy Forms: Copies of proxy forms for shareholder resolutions where proxies were used
3. Schedule 3 - Attendance Register: Detailed register of all attendees including capacity in which they attended
4. Appendix A - Related Agreements: Copies of any agreements or contracts being approved by the resolution
5. Appendix B - Financial Information: Any relevant financial statements or reports referenced in the resolutions
Authors
Relevant legal definitions
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Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Retail
Healthcare
Professional Services
Construction
Energy
Telecommunications
Transportation
Education
Non-profit Organizations
Relevant Teams
Legal
Compliance
Corporate Secretarial
Corporate Governance
Board of Directors
Executive Management
Risk Management
Corporate Affairs
Regulatory Affairs
Administrative Support
Relevant Roles
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Director
Managing Director
Chief Executive Officer
Chief Financial Officer
Corporate Governance Officer
Risk Manager
Legal Administrator
Company Director
Board Chairman
Corporate Affairs Manager
Regulatory Compliance Manager
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