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Board Resolution To Dissolve Corporation Template for Hong Kong

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Key Requirements PROMPT example:

Board Resolution To Dissolve Corporation

"I need a Board Resolution To Dissolve Corporation for my Hong Kong tech startup that has successfully completed its project and needs to wind up operations by March 2025, with special attention to handling intellectual property assets and outstanding client contracts."

Document background
A Board Resolution To Dissolve Corporation is a crucial corporate document required under Hong Kong law when a company decides to cease operations and formally dissolve. This document is typically used when a solvent company voluntarily decides to end its business activities, whether due to achievement of its business objectives, retirement of key stakeholders, or strategic business decisions. The resolution must comply with the Hong Kong Companies Ordinance (Cap. 622) and includes specific details about the dissolution process, asset distribution, and appointed representatives. It serves as the primary authority for initiating the dissolution process and is required for subsequent filings with the Hong Kong Companies Registry. The document should demonstrate proper corporate governance procedures, including adequate notice of the board meeting, achievement of necessary quorum, and proper voting procedures in accordance with the company's articles of association.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Details: Full legal name of the company, registration number, and registered office address

3. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements

4. Background: Brief explanation of the circumstances leading to the decision to dissolve the corporation

5. Confirmation of Solvency: Statement confirming the company's ability to pay all debts and liabilities

6. Resolution Statements: Formal statements of the board's decisions regarding dissolution

7. Implementation Actions: Specific actions to be taken to implement the dissolution

8. Authorization: Designation of authorized persons to execute dissolution documents

9. Certification: Secretary or director's certification of the resolution

Optional Sections

1. Special Instructions: Additional specific instructions for complex dissolutions or special circumstances

2. Asset Distribution Plan: Include when there are specific instructions for distribution of remaining assets

3. Employee Matters: Include when there are specific provisions regarding employee termination and benefits

4. Subsidiary Companies: Include when the dissolving corporation has subsidiary companies that need to be addressed

5. Outstanding Contracts: Include when there are specific provisions for handling ongoing contracts or obligations

Suggested Schedules

1. Schedule A - List of Assets and Liabilities: Detailed inventory of company assets and outstanding liabilities

2. Schedule B - Director Information: List of all directors with their details and signatures

3. Schedule C - Required Filings: Checklist of necessary documents to be filed with various authorities

4. Appendix 1 - Solvency Statement: Detailed statement of company's financial position supporting the solvency declaration

5. Appendix 2 - Notice Templates: Templates for required notices to stakeholders including employees, creditors, and relevant authorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Real Estate

Professional Services

Healthcare

Education

Construction

Hospitality

Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Executive Management

Finance

Compliance

Corporate Governance

Risk Management

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Board Director

Corporate Counsel

Legal Director

Chief Financial Officer

Finance Director

Compliance Officer

Corporate Governance Officer

Risk Manager

Company Director

Board Chairman

Executive Director

Non-Executive Director

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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