A Board Resolution Change Of Board Of Directors is a crucial corporate governance document required under Hong Kong law whenever there are changes to a company's board composition. This document is necessary for compliance with the Hong Kong Companies Ordinance (Cap. 622) and must be executed when directors are appointed or resign from their positions. It serves multiple purposes: officially recording the board's decision, providing evidence for statutory filings with the Companies Registry, updating corporate records, and notifying relevant stakeholders. The resolution must include specific details about the incoming and outgoing directors, meeting compliance requirements, and authorization for necessary regulatory filings. It's particularly important as it forms part of the company's permanent records and may be required by banks, regulators, or other third parties as evidence of proper corporate governance.
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1. Company Details: Full legal name of the company, company registration number, and registered office address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice
3. Attendance and Quorum: List of directors present and confirmation that quorum requirements were met
4. Chairperson: Identification of the meeting's chairperson
5. Declaration of Interests: Statement regarding any directors' interests in the proposed changes
6. Resignation Details: Details of retiring/resigning directors including full names and effective dates
7. Appointment Details: Details of new directors including full names, HKID/passport numbers, and residential addresses
8. Resolution Statements: Formal statements of the board's resolution to accept resignations and approve appointments
9. Authorization: Authority given to company secretary or specified director to file necessary documents with Companies Registry
10. Confirmation: Signature of chairperson confirming the resolution's passing
1. Acknowledgment of Service: Recognition of retiring directors' service to the company, used when maintaining good relationships is important
2. Special Responsibilities: Details of any specific roles or responsibilities assigned to new directors, used when directors are given specific portfolios
3. Regulatory Compliance: Additional statements for listed companies regarding SEHK notifications, used only for listed companies
4. Banking Arrangements: Changes to banking signatories, used when director changes affect banking mandates
5. Transitional Arrangements: Details of handover period or temporary arrangements, used when there's a phased transition
1. Schedule 1 - Director Information: Detailed information about new directors including their consent to act, qualifications, and other directorships
2. Schedule 2 - Resignation Letters: Copies of formal resignation letters from retiring directors
3. Appendix A - Forms: Required statutory forms for submission to Companies Registry (e.g., Form ND2A, Form ND4)
4. Appendix B - Notice of Change: Draft announcement or notice to stakeholders regarding the director changes
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