A Resolution of Sole Director is a crucial corporate governance document used in Hong Kong companies where there is only one director. This document is required whenever the sole director needs to make formal decisions on behalf of the company, as mandated by the Hong Kong Companies Ordinance (Cap. 622). It can be used for various purposes, including appointing officers, approving financial statements, authorizing bank accounts, entering into contracts, or making other significant business decisions. The resolution must clearly state the decisions made, be properly dated and signed, and maintained in the company's records. Some resolutions may need to be filed with the Hong Kong Companies Registry, particularly when they involve changes to the company's structure or statutory compliance matters. This document provides legal protection and demonstrates proper corporate governance in sole director companies.
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1. Company Details: Full legal name of the company, company number, and registered office address
2. Date and Time: Specific date and time when the resolution is made
3. Director Information: Full name and details of the sole director making the resolution
4. Confirmation of Sole Directorship: Statement confirming the person's status as sole director of the company
5. Preliminary Statements: Statements confirming the director's authority to make decisions and compliance with the company's articles of association
6. Matters Being Considered: Clear description of the issues or matters being considered in the resolution
7. Resolutions: The actual decisions being made, clearly numbered and detailed
8. Declaration and Signature: Formal declaration of the resolution's adoption and space for director's signature
1. Recitals: Background information explaining the context and reasons for the resolutions - used when complex decisions need contextual explanation
2. Legal Authority References: References to specific sections of the Companies Ordinance or company's articles - included when dealing with specific statutory requirements
3. Confirmatory Statements: Additional statements confirming compliance with specific requirements - used when dealing with regulated matters
4. Notice Waiver: Waiver of notice requirements - included when immediate action is required
5. Implementation Instructions: Specific instructions for implementing the resolutions - used when resolution requires specific actions by other parties
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, certificates, reports)
2. Company Extract: Recent company search or extract showing the sole directorship - attached when required for filing or evidence
3. Financial Statements: Relevant financial information if the resolution involves financial decisions
4. Forms for Filing: Any statutory forms required to be filed with the Companies Registry as a result of the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Retail
Manufacturing
Professional Services
Real Estate
Healthcare
Education
Construction
Hospitality
Import/Export
Consulting
Media and Entertainment
Logistics
Non-Profit Organizations
Relevant Teams
Legal
Corporate Secretarial
Compliance
Finance
Administration
Corporate Governance
Risk Management
Executive Office
Board Support
Relevant Roles
Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Compliance Manager
Risk Manager
Board Administrator
Corporate Administrator
General Counsel
Managing Director
Executive Director
Administrative Officer
Company Administrator
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