Special resolution requirements in Hong Kong

Special Resolution Hong Kong

A special resolution is a decision passed by the members of a Hong Kong company that requires at least 75% of the votes cast at a meeting, or 75% of the total voting rights if passed by written resolution. The special resolution hong kong framework is set out in the Companies Ordinance (Cap. 622), which prescribes the higher voting threshold and the notice period required.

Ordinary Resolution Hong Kong

An ordinary resolution requires a simple majority of votes cast, typically more than 50%. The distinction between the two is that an ordinary resolution suffices for routine matters such as appointing directors or approving the annual accounts, whereas a special resolution is mandatory for fundamental changes to the company's constitution or structure.

Company Name Change Hong Kong

Changing a company's name requires a special resolution of the members. The company must then file Form NNC2 with the Companies Registry. The Registrar issues a Certificate of Change of Name once the form and the special resolution are accepted.

Alteration of Articles Hong Kong

Any alteration of articles of association must be effected by special resolution. The members vote on the proposed changes, and the resolution is passed only if at least 75% of those voting support it. The company secretary should record the resolution in the minutes and file the amended articles with the Registrar.

Cap 622 Special Resolution

Under Cap. 622, a special resolution is required for several key decisions beyond name changes and alteration of articles. These include reducing share capital, winding up the company, and approving a members' voluntary liquidation. The notice of the meeting must specify the intention to propose the resolution as a special resolution, and the meeting must be held with the required notice period.

Voting and Written Resolutions

At a meeting, votes are counted on a show of hands or a poll. A written resolution may be used instead of a meeting for a private company, provided it is signed by members representing at least 75% of the total voting rights. The company secretary must retain the written resolution as part of the company's records.

Key Uses of a Special Resolution

The most common uses of a special resolution include:

• Alteration of articles of association
• Change of company name
• Reduction of share capital
• Winding up the company
• Approving a members' voluntary liquidation

Each of these decisions requires the higher threshold of 75% because they affect the fundamental rights of members or the company's legal structure.