Hong Kong Board Minutes and Written Resolutions: Requirements Under Cap. 622

Hong Kong Board Minutes and Written Resolutions Requirements

The Companies Ordinance (Cap. 622) sets out the legal framework for Hong Kong board minutes and written resolutions. Every Hong Kong private company must maintain accurate records of decisions made by its directors and shareholders. The record is required whether the decision is taken at a meeting or by circulation of a written resolution. The company secretary prepares the minutes, ensures they are signed, and keeps them at the registered office or another prescribed place.

Hong Kong Board Minutes Cap 622

Section 662 of the Companies Ordinance (Cap. 622) requires a company to keep minutes of all proceedings at meetings of its directors and of any committee of directors. Record the minutes in a minutes book within 60 days after the meeting. Once signed by the chairman of the meeting or by the chairman of the next meeting, the minutes are evidence of the proceedings. The signed minutes are admissible in legal proceedings as prima facie proof that the meeting was properly convened and conducted.

The minutes must contain:

• The date, time and place of the meeting
• The names of the directors present and any alternates
• A record of each resolution passed
• Any declarations of interest made by directors
• The outcome of votes, including abstentions

Keep the minutes book at the company’s registered office or at a prescribed place notified to the Companies Registry on Form NR2. Failure to keep minutes is an offence under Cap. 622. The company and every responsible officer may be liable to a fine.

Hong Kong Written Resolution

A private company may pass a written resolution instead of holding a meeting. Section 548 of Cap. 622 permits a written resolution to be signed by the directors or, in the case of a shareholders’ resolution, by the members holding the required majority. A written resolution is as valid as if it had been passed at a meeting.

For a directors’ written resolution, circulate the resolution to all directors entitled to vote. Each director signs a copy. The resolution is passed when the last director signs, and the date of the resolution is that date.

For a shareholders’ written resolution, circulate the resolution to all members who would be entitled to vote at a meeting. The resolution is passed when the required majority of members have signed. Send a copy of the resolution to every member within 21 days of it being passed.

Hong Kong Company Minutes Requirements

The Companies Registry expects minutes to be a complete and accurate record of the business transacted. The requirements under Cap. 622 include:

• Minutes must be kept in English or Chinese, or both
• The minutes book must be bound and the pages numbered consecutively
• Minutes must not be altered after signature; any correction must be made by a subsequent resolution
• Retain the minutes for at least seven years from the date of the meeting or resolution

Prepare the minutes promptly after each meeting. Circulate them to all directors for approval before the next meeting. File the signed minutes in the minutes book and cross-reference them to any supporting documents, such as board papers or written resolutions.

Hong Kong EGM Requirements

An extraordinary general meeting (EGM) is any general meeting of shareholders other than the annual general meeting. Under Cap. 622, an EGM may be convened by the directors or by members holding at least 5% of the voting rights. The notice period for an EGM is at least 14 days, unless the company’s articles provide for a shorter period.

The requirements for an EGM include:

• Notice must be given to all members entitled to vote
• The notice must state the general nature of the business to be transacted
• The meeting must be held at a time and place convenient for members
• Minutes of the EGM must be recorded in the minutes book and signed

A private company that has dispensed with holding an annual general meeting may still need to hold an EGM if a written resolution cannot be passed. This arises if a member demands a meeting or if the resolution requires a poll.

Practical Tips for Digital Minutes

Hong Kong law does not prohibit electronic minutes, provided the minutes are kept in a durable format and can be reproduced in legible form. The company secretary may maintain the minutes book in electronic form, but must ensure:

• The electronic record is secure and backed up
• The minutes are signed electronically in compliance with the Electronic Transactions Ordinance (Cap. 553)
• The minutes can be printed on demand for inspection by directors or auditors

Many Hong Kong companies use cloud-based board portals that allow directors to sign written resolutions electronically. Retain a copy of the signed resolution in the minutes book and note the date of electronic signature.

Role of the Company Secretary

The company secretary prepares and maintains the minutes of board meetings and written resolutions. Under Cap. 622, the secretary must ensure that the minutes are accurate, complete and signed within the required timeframe. The secretary arranges the circulation of written resolutions to directors and members and records the date of passing.

Where the company secretary is a licensed trust or company service provider (TCSP) under Cap. 615, the secretary must also comply with anti-money laundering obligations. These include customer due diligence and record-keeping. The minutes and written resolutions form part of the company’s statutory registers and must be kept at the registered office or a prescribed place.

Retention and Inspection

Keep minutes of board meetings and written resolutions for at least seven years. The minutes book is open to inspection by directors. In the case of shareholders’ resolutions, it is open to members. The Companies Registry does not require minutes to be filed, but the company must produce them on demand by a director or auditor.

If the minutes book is kept at a place other than the registered office, notify the Registrar on Form NR2. The prescribed place must be in Hong Kong and accessible during business hours.

Summary of Key Points

• Board minutes must be recorded within 60 days and signed by the chairman
• Written resolutions are valid alternatives to meetings for private companies
• Minutes must be kept for seven years at the registered office or a prescribed place
• The company secretary prepares and maintains the minutes
• Digital minutes are permitted if they are durable and reproducible