Consent Minutes are a crucial corporate governance tool in Hong Kong's business environment, allowing companies to make and document decisions without the need for physical meetings. This document type is particularly useful when immediate decisions are required or when gathering all parties physically is impractical. The minutes must comply with the Hong Kong Companies Ordinance and should include all necessary details such as the date, participating directors or shareholders, the exact text of resolutions passed, and voting results. They are commonly used for routine corporate matters, urgent decisions, or when unanimity is expected. The document serves as official evidence of corporate decision-making and must be maintained as part of the company's records.
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1. Header Information: Company name, registration number, and date of the written consent
2. Present and Absent: List of directors/shareholders who participated in the written consent process
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met through written consent
4. Declaration of Interests: Statement regarding any interests declared by directors in relation to the matters being approved
5. Resolutions: Clear statement of each resolution that was approved by written consent
6. Voting Results: Record of how the consent was obtained and any voting details
7. Closure: Formal closing of the minutes including time of completion
8. Signature Block: Space for signature of the chairperson or company secretary confirming the accuracy of the minutes
1. Previous Minutes: Reference to previous minutes when the current resolutions relate to or follow from earlier decisions
2. Supporting Documents: Reference to any documents reviewed as part of the consent process
3. Ratification: Section for ratifying previous actions or decisions, if required
4. Reservations: Record of any reservations or conditions attached to the consent by specific directors/shareholders
5. Implementation Instructions: Specific instructions for implementing the approved resolutions
1. Written Consents: Copies of the actual written consent forms signed by directors/shareholders
2. Supporting Documentation: Any relevant documents referenced in the resolutions (e.g., contracts, agreements, reports)
3. Power of Attorney: If any consents were given through power of attorney, copies of relevant documentation
4. Notice of Written Resolution: Copy of the notice sent to all directors/shareholders regarding the written resolution
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Retail
Healthcare
Education
Construction
Telecommunications
Energy
Transportation
Media and Entertainment
Hospitality
Any Corporate Entity
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Administration
Executive Office
Risk Management
Administrative Support
Relevant Roles
Company Secretary
Corporate Secretary
Legal Counsel
General Counsel
Director
Board Member
Chief Executive Officer
Chief Financial Officer
Compliance Officer
Corporate Governance Officer
Legal Manager
Board Secretary
Managing Director
Executive Director
Non-Executive Director
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