Written resolution for Hong Kong companies

Written Resolution Hong Kong Private Company

A written resolution lets a Hong Kong private company’s directors or members pass resolutions without a meeting. Under the Companies Ordinance (Cap. 622), any resolution passable at a meeting may be passed in writing if every person entitled to vote signs it. The written resolution Hong Kong procedure covers both ordinary and special resolutions.

Directors’ Written Resolution Hong Kong

Directors of a Hong Kong private company can pass board resolutions by written resolution. The document takes effect when the last director signs. These resolutions are common for routine decisions: opening bank accounts, appointing a company secretary, or approving financial statements.

Members’ Written Resolution Hong Kong

Members (shareholders) of a Hong Kong private company may also pass resolutions this way. A members’ written resolution needs signatures representing the required majority: more than 50% of total voting rights for an ordinary resolution, and at least 75% for a special resolution. The company must send the proposed resolution to all members entitled to vote.

Dispensing with AGM Hong Kong

A Hong Kong private company can avoid holding an annual general meeting (AGM) through a members’ written resolution. Section 662 of Cap. 622 permits a private company to pass a resolution dispensing with an AGM, and that resolution itself may be passed in writing. This works well when all members agree not to meet.

Cap. 622 Written Resolution

Sections 580 to 600 of the Companies Ordinance (Cap. 622) govern written resolutions. The ordinance details circulation, signing, and effectiveness requirements. Send the written resolution to every member or director entitled to vote. It becomes effective on the date the last person signs. Record the resolution in the company’s minute book and keep it with the statutory books at the registered office.

Process for Circulation and Signing

The company sends the written resolution to all entitled persons. Each person signs a copy; signatures can be on separate documents. The resolution passes when the last signature is received. The company secretary usually handles circulation and signature collection. Once passed, the resolution carries the same effect as one passed at a meeting.