What is a board resolution in Hong Kong

What Is a Board Resolution in Hong Kong Company Law?

A board resolution is a formal decision of a Hong Kong company's directors. The Companies Ordinance (Cap. 622) requires directors to pass a resolution to authorise significant company actions. Once properly passed and recorded, the decision is binding on the company.

Directors pass resolutions either at a meeting or by written resolution without a meeting. The company's articles of association set the quorum for a valid meeting. Directors vote, and if the articles allow, the chair holds the casting vote.

Directors' Resolution Hong Kong: Meeting Procedure

For a directors' resolution Hong Kong passed at a meeting, the company secretary Hong Kong gives notice to all directors. The chair confirms a quorum is present. Directors then discuss and vote on the proposed resolution. An ordinary resolution needs a simple majority of those present and voting. A special resolution requires at least 75% support.

Company Meeting Hong Kong: Recording Minutes

After any company meeting Hong Kong, directors must record the decisions in minutes. The chair of that meeting or the next meeting must sign the minutes. The company keeps these signed minutes with the statutory books at its registered office. Minutes serve as evidence of the proceedings and are admissible in legal proceedings.

Board Meeting Minutes Hong Kong: Content and Storage

Board meeting minutes Hong Kong must record the date, time, place, names of directors present, the quorum, the resolutions proposed, and the voting outcome. Any director's declaration of interest in a transaction must also be recorded. The company secretary Hong Kong prepares the minutes and ensures they are kept for at least 10 years from the meeting date.

Written Resolution for Directors

The articles of association or the Companies Ordinance (Cap. 622) may permit a written resolution instead of a meeting. All directors entitled to vote must sign the written resolution. The company secretary Hong Kong circulates the text and collects the signatures. Once signed, the written resolution has the same effect as one passed at a meeting.

Common Uses of a Board Resolution

Matters typically requiring a board resolution include appointing a company secretary Hong Kong, opening or changing a bank mandate, approving a share allotment, authorising major contracts, and declaring an interest in a transaction. The board must also approve the annual financial statements before they go to the shareholders.

The company secretary Hong Kong keeps the registered copy of each board resolution with the statutory books at the registered office, ensuring compliance with the Companies Ordinance (Cap. 622).