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First Board Meeting Resolution for Hong Kong

First Board Meeting Resolution Template for Hong Kong

A First Board Meeting Resolution is a formal document that records the initial decisions and resolutions passed by a company's board of directors following incorporation in Hong Kong. The document addresses crucial organizational matters including appointment of officers, establishment of the registered office, banking arrangements, and other fundamental corporate governance decisions. It must comply with the Hong Kong Companies Ordinance (Cap. 622) and reflect proper corporate governance practices. This document serves as the foundation for the company's operational framework and provides evidence of proper corporate establishment procedures.

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What is a First Board Meeting Resolution?

The First Board Meeting Resolution is a mandatory corporate document required after the incorporation of a company in Hong Kong. It serves as the official record of the first meeting of the board of directors, where crucial initial decisions about the company's operations and governance are made and documented. This document must comply with the Hong Kong Companies Ordinance (Cap. 622) and typically follows the incorporation of the company. It includes essential resolutions covering matters such as officer appointments, banking arrangements, registered office confirmation, and other fundamental corporate decisions. The First Board Meeting Resolution is particularly important as it establishes the company's operational framework and serves as evidence of proper corporate governance practices from the company's inception. It's a key reference document for future corporate actions and may be required by banks, regulators, or other third parties as proof of proper company establishment and governance.

What sections should be included in a First Board Meeting Resolution?

1. Meeting Details: Date, time, location, and attendance information for the board meeting

2. Chairperson of Meeting: Appointment of the chairperson for the first board meeting

3. Quorum: Confirmation that the meeting has the required quorum

4. Notice and Constitution: Confirmation that proper notice was given and the meeting is properly constituted

5. Company Secretary Appointment: Resolution to appoint the company secretary

6. Registered Office: Resolution confirming the company's registered office address

7. Share Certificates: Resolution to issue share certificates to initial shareholders

8. Bank Account: Resolution to open company bank account(s) and appoint authorized signatories

9. Financial Year End: Resolution setting the company's financial year end date

10. Business Registration: Confirmation of business registration requirements

11. Common Seal: Resolution regarding the adoption and custody of the company seal

12. Close of Meeting: Formal closure of the meeting and signature block

What sections are optional to include in a First Board Meeting Resolution?

1. Additional Director Appointments: Resolution to appoint additional directors if not all appointed in incorporation documents

2. Committee Establishment: Resolutions to establish specific committees (e.g., audit, remuneration) if required

3. Auditor Appointment: Resolution to appoint company auditors if required immediately

4. Share Capital Matters: Additional resolutions regarding share capital if required (e.g., additional share issues)

5. Corporate Governance Policies: Adoption of specific corporate governance policies if immediately required

6. Group Structure Matters: Resolutions regarding subsidiary relationships if part of a corporate group

7. Professional Advisors: Appointment of legal counsel, tax advisors, or other professional advisors if needed

What schedules should be included in a First Board Meeting Resolution?

1. Schedule 1 - Authorized Signatories: Details of bank account authorized signatories and signing limits

2. Schedule 2 - Initial Shareholders: List of initial shareholders and their respective shareholdings

3. Schedule 3 - Specimen Signatures: Specimen signatures of all directors and company secretary

4. Schedule 4 - Bank Account Details: Specific details of bank accounts to be opened

5. Schedule 5 - Professional Appointments: Details of any professional appointments made including contact information

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

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Energy

Transportation

Construction

Telecommunications

Media & Entertainment

Consumer Goods

Industrial Services

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Risk Management

Corporate Governance

Administrative

Board Support

Executive Office

Relevant Roles

Company Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

Corporate Counsel

Legal Director

Compliance Officer

Corporate Governance Officer

Board Chairman

Managing Director

Financial Controller

Risk Manager

Corporate Administrator

Board Administrator

Industries





Teams

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