A Resolution of Authority is a fundamental corporate governance document used when a company needs to formally delegate specific powers or authorities to certain individuals or positions. Under Hong Kong law, particularly the Companies Ordinance (Cap. 622), such resolutions must clearly document the scope of authority granted, any limitations or conditions, and the proper approval process. This document is typically required when authorizing individuals to execute documents, operate bank accounts, enter into contracts, or represent the company in specific matters. The resolution must be properly passed at a valid board or shareholder meeting, recorded in the company's books, and may need to be filed with relevant authorities or presented to third parties as evidence of the authorized persons' powers.
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1. Company Information: Legal name of the company, company number, and registered office address
2. Meeting Details: Date, time, location (physical or virtual) of the meeting, and type of meeting (Board/Shareholder)
3. Attendance and Quorum: List of directors/shareholders present and confirmation of meeting quorum
4. Background: Context for why the resolution is being passed and reference to relevant company articles or previous resolutions
5. Declarations of Interest: Disclosure of any interests by directors in the matters being considered
6. Resolutions: Clear statement of the authorities being granted, including scope and duration
7. Execution Requirements: Details of how documents may be executed under the granted authority
8. Certification: Signature section for chairman/company secretary to certify the resolution
1. Limitations and Restrictions: Include when specific monetary limits or other restrictions need to be placed on the authority
2. Reporting Requirements: Add when the authorized persons need to report back to the board on actions taken
3. Revocation of Previous Authorities: Include when this resolution supersedes or revokes previous authorities
4. Specific Transaction Details: Add when the authority relates to a specific transaction or project
5. Bank Account Authorities: Include when the resolution involves banking matters or account signatories
6. Duration and Review: Add when the authority has a specific time limit or requires periodic review
1. Schedule 1 - Authorized Persons: List of individuals granted authority, their positions, and specimen signatures
2. Schedule 2 - Scope of Authority: Detailed breakdown of authorized actions and any applicable limits
3. Schedule 3 - Required Forms: Standard forms or templates to be used when exercising the authority
4. Appendix A - Supporting Documents: Copies of relevant company articles, previous resolutions, or other supporting documentation
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Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Retail
Technology
Healthcare
Transportation
Energy
Construction
Professional Services
Telecommunications
Education
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Compliance
Risk Management
Finance
Corporate Governance
Executive Management
Board of Directors
Administration
Operations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Director
Managing Director
Compliance Officer
Risk Manager
Board Chairman
Executive Director
Department Head
Regional Manager
Financial Controller
Corporate Secretary
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