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Company Resolution Form for Hong Kong

Company Resolution Form Template for Hong Kong

A Company Resolution Form is a formal document used in Hong Kong to record and evidence decisions made by a company's governing body, whether it's the board of directors or shareholders. The document must comply with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, serving as an official record of corporate decisions. It captures essential details including the meeting specifics, attendees, quorum confirmation, and the exact wording of resolutions passed. The document forms part of the company's statutory records and may be required for filing with the Hong Kong Companies Registry or other regulatory bodies.

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What is a Company Resolution Form?

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.

What sections should be included in a Company Resolution Form?

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

What sections are optional to include in a Company Resolution Form?

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

What schedules should be included in a Company Resolution Form?

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

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

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

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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