Ordinary resolution definition Hong Kong

Ordinary Resolution Hong Kong Definition

An ordinary resolution passes by a simple majority of votes cast by members at a meeting. Under the Companies Ordinance (Cap. 622), this means more than half of the votes. The ordinary resolution Hong Kong context distinguishes it from a special resolution, which requires at least 75% of the votes. For most routine company matters, ordinary resolutions are the default decision-making mechanism where the articles of association or the Ordinance does not specify a higher threshold.

Common Uses of an Ordinary Resolution

Appoint directors, approve dividends, accept the audited financial statements and the auditor's report, and appoint or remove an auditor with an ordinary resolution. Many decisions at an annual general meeting are passed this way. The meeting notice must state the text of the proposed resolution and the agenda must allow members to vote on it.

Special Resolution Hong Kong

A special resolution requires a 75% majority, not a simple majority. Give at least 21 days' notice of the meeting unless members agree to a shorter period. Matters requiring a special resolution include changing the company name, altering the articles of association, reducing share capital, and winding up the company voluntarily. Sections 564 to 570 of Cap. 622 set out the distinction between an ordinary and a special resolution.

Company Meeting Resolution Hong Kong

For a resolution proposed at a meeting, the chairperson determines the voting method, usually a show of hands unless a poll is demanded. A poll counts each member's votes according to their shareholding. The company secretary records the outcome in the minutes, which must be kept at the registered office or another prescribed place.

Members' Resolution Hong Kong

Members holding at least 5% of the total voting rights may require the company to circulate a statement about a proposed ordinary resolution. The company must give notice of a members' resolution to all members entitled to receive notice of the meeting.

Cap 622 Ordinary Resolution

The Companies Ordinance (Cap. 622) governs ordinary resolutions at sections 564 to 568. A simple majority is sufficient unless the articles of association require a higher threshold. A private company may pass an ordinary resolution by written resolution instead of holding a meeting, provided the required majority of members sign it.

Quorum and Voting

A meeting cannot transact business unless a quorum is present. The articles of association usually fix the quorum at two members present in person or by proxy. On a show of hands, each member present has one vote. On a poll, each member has one vote per share held.