Corporate (General)

Exercise 1

Written Board Resolutions
(Answer & Tips)

Key Point Checklist

1. Essential Components
□ Company name
□ Date of resolution
□ Type of resolution (Written vs Board Meeting)
□ List of directors present/participating
□ Clear resolution numbering
□ Proper signature blocks
□ Page numbers on multi-page documents

2. Director Appointment
□ Full name and HKID of new director
□ Effective date of appointment
□ Form ND2A filing requirement (15 days)
□ Register of Directors update
□ Director's consent to act
□ Regulatory compliance check

3. Bank Account
□ Full bank name (HSBC)
□ Signing arrangements and limits
□ Authorized signatories
□ Account opening documentation
□ Certification requirements
□ Implementation authority

4. Registered Office
□ Complete new address
□ Effective date of change
□ Form NR1 filing mention
□ Update of statutory records
□ Notification requirements
□ Implementation steps

5. Contract Approval
□ Contract description
□ Counterparty details
□ Execution authority
□ Amendment powers
□ Implementation authority
□ Ancillary documents

6. Legal Formalities to note (not required to be written in the resolution)
□ Quorum requirements met
□ Articles compliance
□ Companies Ordinance compliance
□ Filing deadlines noted
□ Certification requirements
□ Record keeping requirements

7. Signing Requirements
□ Minimum two directors (private company)
□ Proper signing capacity indicated
□ Consistent name format
□ Date of signing
□ Page initials where needed
□ Counterparts clause if applicable

Model Answer

SAMPLE SOLUTIONS LIMITED
(the "Company")

WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS
OF THE COMPANY PASSED ON [DATE]

DATE: [DATE]

PRESENT:
[List of existing directors - minimum 2 for private company unless sole director]

1. APPOINTMENT OF NEW DIRECTOR
IT WAS RESOLVED THAT:
(a) Ms. Ma Wing Yi (HKID No. [X123456(7)]) be and is hereby appointed as a director of the Company with immediate effect;
(b) The Company Secretary be and is hereby authorized to file Form ND2A with the Companies Registry within 15 days of this appointment;
(c) The Register of Directors be updated to reflect this appointment.

2. OPENING OF BANK ACCOUNT
IT WAS RESOLVED THAT:
(a) A corporate bank account be opened with The Hongkong and Shanghai Banking Corporation Limited ("HSBC");
(b) The following banking arrangements be and are hereby approved:

(i) any two directors acting jointly for transactions exceeding HK$[50,000];
(ii) any one director acting singly for transactions up to HK$[50,000];

(c) The Company Secretary be authorized to certify these resolutions for HSBC;
(d) Any director be authorized to execute all necessary bank account opening documentation.

3. CHANGE OF REGISTERED OFFICE
IT WAS RESOLVED THAT:
(a) The registered office of the Company be changed to [New Address, Hong Kong] with effect from [1 December 2024];
(b) The Company Secretary be authorized to:

(i) file Form NR1 with the Companies Registry within the prescribed time;
(ii) update all statutory registers and corporate documents;
(iii) notify relevant authorities and stakeholders.

4. APPROVAL OF CONTRACT
IT WAS RESOLVED THAT:
(a) The [describe nature of contract] ("Contract") between the Company and [counterparty name] be and is hereby approved;
(b) Any one director be authorized to:

(i) execute the Contract on behalf of the Company;
(ii) make such amendments to the Contract as they deem appropriate;
(iii) execute all ancillary documents and take all necessary actions to implement the Contract.

______________________

Director
[Date]

______________________

Director
[Date]

Common Mistakes

Format & Structure

  • No date on resolutions - if you don’t know the exact date, just put in a blob for client to fill in themselves.

  • Incorrect title (e.g., "Minutes" instead of "Written Resolutions") - the differences are explained in case study 2.

  • Missing director signatures - missing signatures could render the resolutions invalid or unenforceable.

  • Incomplete attendee list - need to ensure quorum and meet legal requirements for decision-making

Director Appointment

  • Forgetting HKID number - required for Companies Registry filings and to update the Register of Directors. Omitting this detail could delay the appointment process.

  • Missing Companies Registry filing deadline (15 days) - the appointment must be reported to the Companies Registry within 15 days using Form ND2A. Missing this deadline could result in penalties.

  • Not mentioning Register of Directors update - failing to update it is a breach of the Companies Ordinance.

  • Missing consent of new director

Bank Account

  • Vague signing arrangements - Banks require clear instructions on who is authorized to operate the account. Vague language can cause delays or disputes.

  • Missing specific bank name

  • Insufficient authorization for documentation - always check the articles to ensure authorisation.

  • Unclear transaction limits - be as concise as possible, can put as a blob for clients to fill in.

Registered Office

  • No effective date - the change of registered office must have an effective date to ensure proper notification to authorities and stakeholders.

  • Missing Form NR1 requirement - Companies are required to notify the Companies Registry of a change in registered office by filing Form NR1 within 15 days.

  • Incomplete address details

  • Forgetting notification requirements - Stakeholders (e.g., banks, suppliers, clients) must be notified of the change in registered office.

  • No mention of updating records - The company’s internal records, including its incorporation documents and corporate stationery, must reflect the new address.

Contract Approval

  • Too vague authorization - The resolution must clearly specify who is authorized to execute the contract on behalf of the company (e.g. any one director in our case study). Vague language may lead to disputes or delays.

  • Missing counterparty details

  • No execution details

  • Insufficient amendment powers - If amendments to the contract are required, the authorized representative may not have the necessary authority unless explicitly stated and it would be a hassle to sign another resolution. Make sure to leave buffer.

  • No implementation authority - must include a catch-all clause authorizing the directors or company secretary to carry out all actions required to implement the contract to avoid future remediation.

Professional Tips

Click here for a useful document on the requirements of a Written resolution.

Document Preparation

  • Use clear, precise language - Resolutions should be written in plain, straightforward language to avoid ambiguity. While technical terms may occasionally be necessary, they should be used sparingly and explained if needed. For example, instead of “hereinafter referred to as the aforesaid,” simply say “as described above.”

  • Avoid legal jargon unless necessary

  • Number all paragraphs for easy reference

  • Keep format consistent throughout - Use the same heading styles, indentation, and numbering for all resolutions. A consistent format enhances readability and avoids the perception of errors or omissions

  • Include all necessary details but be concise - Resolutions should convey all essential information (e.g., names, dates, roles, and actions) but avoid unnecessary repetition. For example, when appointing a director, include their full name, HKID number, and the effective date of the appointment without adding extraneous background details.

Practical Considerations

  • Consider bank's specific requirements - Different banks in Hong Kong, such as HSBC or Standard Chartered, may have unique requirements for opening accounts. Resolutions should explicitly address authorized signatories, certified copies, and transaction limits to ensure the bank accepts them without further clarification.

  • Think about timing of implementations - For example, if a change of registered office is approved, ensure the effective date allows enough time to notify all stakeholders, update statutory records, and file Form NR1 with the Companies Registry.

  • IMPORTANT: Include sufficient flexibility in authorizations - Avoid overly rigid resolutions. For instance, instead of specifying only one director for execution, authorize “any two directors jointly” or “one director and the company secretary” to allow for contingencies like illness or unavailability.

  • Remember filing deadlines - Hong Kong law imposes strict deadlines for filings. For example, Form ND2A (director appointments) must be filed within 15 days, and Form NR1 (change of registered office) must also be filed within 15 days. Include language in the resolution to ensure these deadlines are met.

  • Consider practical execution needs - Specify how documents will be executed (e.g., by affixing the company seal, by electronic signature, or by two authorized signatories). This reduces confusion during implementation.

Future-Proofing

  • Make resolutions broad enough to cover foreseeable actions

  • Include contingency authorizations - Anticipate potential changes. For example, if a specific director is unavailable, authorize an alternate director or the company secretary to act in their place.

  • Consider related/consequential matters - When approving a major contract, also authorize any related actions, such as hiring consultants, obtaining third-party consents, or amending other agreements (only if necessary).

  • Allow for minor amendments without new resolutions - Include a clause authorizing directors or the company secretary to make non-material amendments to agreements (e.g., correcting typographical errors) without needing further board approval.

  • Include clear implementation powers - Add a catch-all clause empowering directors or the company secretary to take “all necessary steps” to implement the resolutions. This avoids delays caused by unforeseen requirements.

Best Practices

  • Ask the client for a scan of the signed copy for record

  • Maintain chronological resolution file

  • Cross-reference in statutory books - Update the Register of Directors, Register of Members, or other statutory books as soon as the board passes relevant resolutions. For example, after appointing a director, update the Register of Directors immediately (the Company Secretary usually handles that, but as lawyers, you should be aware of this requirement and remind the client should they forget).

  • Update all relevant registers promptly

  • Keep proof of filings

Risk Management

  • Include appropriate limitations - For example, when authorizing bank transactions, set clear transaction limits to prevent unauthorized high-value transfers.

  • Clear audit trail - Ensure all resolutions are signed, dated, and accompanied by supporting documents, such as board meeting minutes, to provide a clear record of decision-making.

  • Proper authorization levels - Clearly specify who is authorized to act on behalf of the company and the extent of their authority. For instance, limit the authority to sign contracts above a certain value to the board or senior directors.

  • Document rationale where needed - Include brief explanations for significant decisions, such as entering into a high-value contract or appointing a director, to provide context for future reference.

  • Consider regulatory requirements - Ensure the resolutions comply with the Companies Ordinance (Cap. 622) and other applicable Hong Kong laws. For instance, when changing the registered office, include language confirming compliance with all legal notification requirements.