Board Resolution Sample Hk

WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME]

Document Control Number: BR-HK-[YYYYMMDD]-[001]
Effective Date: [Effective Date, e.g., 24th October 2024]
Governing Jurisdiction: Hong Kong Special Administrative Region (“Hong Kong SAR”)
Statutory Authority: Companies Ordinance (Cap. 622 of the Laws of Hong Kong) & The Articles of Association of the Company
Classification: Confidential Corporate Record / Institutional Board Action

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT STATUTORY DISCLOSURE (COMPANIES ORDINANCE, CAP. 622):
These written resolutions are adopted pursuant to the Articles of Association of [Company Full Legal Name] (the “Company”) and Section 548 of the Companies Ordinance (Cap. 622). Any director voting in favor of or signing these resolutions must ensure full compliance with Section 536 of Cap. 622 regarding the formal declaration of nature and extent of any direct or indirect material interest in the subject matter, transaction, or arrangement referenced herein.

This document constitutes an enforceable corporate governance action under the laws of Hong Kong SAR. It must be entered into the Company’s minute books and retained at the Company's registered office or designated location in accordance with Sections 481, 482, and 653 of the Companies Ordinance (Cap. 622) for a minimum statutory period of ten (10) years.

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2. PARTIES, CORPORATE DETAILS & RECITALS

2.1 Corporate Information

• Company Legal Name: [Company Full Legal Name]
• Company Registration Number (CR No.): [Company Registration Number]
• Business Registration Number (BR No.): [Business Registration Number]
• Registered Office Address: [Registered Office Address, Hong Kong]
• Authorized Signatory / Managing Director: [Name of Authorized Director]
• Participating Counterparty / Client: [Client Full Legal Name], having its principal business address at [Principal Address of Client] (the “Counterparty”).

2.2 Board Composition

The undersigned, being all the directors of the Company (the “Board”) eligible to receive notice of and vote upon matters brought before the Board as of the Effective Date, hereby review, deliberate, and adopt the resolutions set forth below.

2.3 Recitals & Background

WHEREAS: A. The Board has determined that it is in the best commercial interests of the Company, and will promote the success of the Company for the benefit of its members as a whole, to enter into a definitive commercial engagement with the Counterparty, formalizing terms for institutional services, financial compensation, intellectual property assignment, and related corporate allocations (the “Transaction”).
B. The directors have reviewed the final draft of the underlying agreement governing the Transaction (the “Transaction Agreement”), attached hereto as Exhibit A, and have evaluated the operational, financial, and legal implications for the Company.
C. Pursuant to Section 536 of the Companies Ordinance (Cap. 622) and the Company’s Articles of Association, each director has declared the nature and extent of any conflict of interest, personal stake, or material interest in the Transaction, or has confirmed that no such interest exists.
D. The Articles of Association of the Company empower the Board to pass resolutions by way of written record signed by all directors entitled to vote, such resolutions having the same force and effect as if passed at a duly convened and held meeting of the Board of Directors.

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3. EXHAUSTIVE OPERATIVE RESOLUTIONS & LEGAL TERMS

IT IS HEREBY RESOLVED THAT:

Resolution 1: Scope of Services & Operational Engagement

1.1 The Company is authorized to perform, deliver, and execute the complete scope of services specified in the Transaction Agreement (the “Services”), consisting of:

• (a) Full deployment, maintenance, and technical oversight of [Specific Technical/Professional Scope of Services];
• (b) Milestone-based deliverables including [Deliverable Milestone 1], [Deliverable Milestone 2], and final production verification as set forth in the Transaction Agreement; and
• (c) Operational alignment with the service level requirements, key performance indicators (KPIs), and technical specifications agreed upon with the Counterparty.
  1.2 The Authorized Directors (as defined in Resolution 9 below) are authorized to modify, expand, or adjust the precise operational parameters of the Services from time to time, provided that such modifications do not fundamentally alter the economic substance or financial risk profile of the Company.

Resolution 2: Financial Terms, Invoicing & Compensation Controls

2.1 The financial terms governing the Transaction are hereby approved in all respects. The total consideration payable under the Transaction shall not exceed [Amount in USD / HKD], inclusive of applicable taxes, disbursements, and standard out-of-pocket expenses, payable in installments against verified milestones.
2.2 The Company shall issue invoices in strict accordance with the following terms:

• (a) Invoicing Schedule: Invoices shall be issued monthly in arrears or upon the certified completion of defined contractual milestones.
• (b) Payment Period: Payment shall be due strictly within thirty (30) calendar days from the date of receipt of each valid invoice by the Counterparty.
• (c) Default Interest: Any sum not paid when due shall accrue default interest pursuant to the contract terms at a rate of 1.5% per month, or the maximum rate permissible by the laws of Hong Kong SAR, whichever is lower, calculated daily from the due date until full payment is settled.
• (d) Currency: All remittances shall be settled in [Currency, e.g., HKD or USD] by wire transfer to the designated bank account of the receiving party.

Resolution 3: Term, Convenience & Breach Termination Framework

3.1 The term of the engagement shall commence on [Effective Date] and continue for an initial period of [Duration, e.g., twelve (12) calendar months], unless terminated earlier in accordance with the provisions herein.
3.2 Termination for Cause: Either party may terminate the engagement immediately by written notice if the other party:

• (a) Commits a material breach of its obligations and fails to remedy such breach within thirty (30) calendar days of receiving formal written notice specifying the breach;
• (b) Becomes insolvent, files for voluntary or involuntary liquidation, has a provisional liquidator or receiver appointed under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), or enters into an arrangement with its creditors.
  3.3 Termination for Convenience: The engagement may be terminated by either party without cause upon delivering no less than sixty (60) calendar days’ prior written notice to the other party, subject to the Counterparty paying all accrued, non-cancellable, and verified service fees earned up to the effective date of termination.

Resolution 4: Intellectual Property Rights & Work Made for Hire

4.1 The Board resolves that, except as expressly provided in the Transaction Agreement:

• (a) Background IP: All intellectual property owned by or licensed to the Company prior to the Effective Date, or developed independently of the Services (the “Background IP”), shall remain the absolute and exclusive property of the Company.
• (b) Foreground IP / Work Made for Hire: All reports, software code, designs, specifications, and deliverables created, authored, or generated by the Company specifically and exclusively for the Counterparty as part of the paid Services (the “Foreground IP”) shall, upon full and final payment of all corresponding fees, vest in the Counterparty. To the extent any Foreground IP does not vest automatically, the Company shall execute such formal deeds of assignment as reasonably necessary to transfer legal and beneficial title.
• (c) Reservation of Rights: The Company reserves a royalty-free, perpetual, irrevocable, worldwide license to use, adapt, and deploy any generic frameworks, underlying know-how, utility modules, algorithms, and technical processes retained in the course of performance.

Resolution 5: Mutual Confidentiality & Statutory Data Protection

5.1 The Company and the Counterparty shall maintain in strict confidence all proprietary data, trade secrets, commercial strategies, technical materials, and non-public information disclosed in connection with the Transaction (“Confidential Information”).
5.2 The receiving party shall apply the same degree of care it employs for its own confidential materials, being not less than a reasonable standard of care, and shall restrict access strictly to its directors, officers, employees, legal advisors, and financial consultants on a need-to-know basis under binding confidentiality obligations no less restrictive than those set out herein.
5.3 The obligations of confidentiality shall endure during the term of the Transaction and for five (5) years following termination, save for trade secrets, which must be protected indefinitely.
5.4 Both parties shall comply strictly with the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) with respect to all personal data collected, stored, processed, or transferred under this engagement.

Resolution 6: Representations, Warranties & Statutory Compliance

6.1 Each director affirms and warrants to the best of their knowledge:

• (a) The Company is a private company limited by shares duly incorporated, validly existing, and in good standing under the laws of Hong Kong SAR;
• (b) The Company possesses all requisite corporate power, authority, and statutory licenses to execute, deliver, and perform its obligations under the Transaction;
• (c) The execution and performance of the Transaction will not violate the Company's Articles of Association, any applicable laws of Hong Kong SAR, or any order, judgment, or decree of any court or governmental agency having jurisdiction;
• (d) The performance of the Services will be executed with institutional care, professional competence, and in accordance with applicable industry standards.

Resolution 7: Indemnification & Absolute Limitation of Liability

7.1 Indemnification: Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party, its directors, officers, employees, and agents against third-party claims, liabilities, losses, damages, and reasonable legal expenses resulting from:

• (a) Gross negligence, willful misconduct, or fraud committed by the Indemnifying Party; or
• (b) Infringement of any third-party intellectual property rights directly caused by deliverables provided by the Indemnifying Party.
  7.2 Liability Cap: To the maximum extent permitted by the laws of Hong Kong SAR:
• (a) Neither party shall be liable for any indirect, special, incidental, punitive, or consequential damages, loss of profits, loss of data, or business interruption;
• (b) The aggregate cumulative liability of either party arising out of or related to the Transaction, whether sounding in contract, tort (including negligence), statutory breach, or otherwise, shall be strictly capped at the total amount of fees paid or payable by the Counterparty to the Company in the twelve (12) months preceding the claim.

Resolution 8: Dispute Resolution, Arbitration & Governing Law

8.1 These resolutions, the Transaction Agreement, and all non-contractual obligations arising out of or connected with them, shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
8.2 Any dispute, controversy, difference, or claim arising out of or relating to the Transaction, including the existence, validity, interpretation, performance, breach, or termination thereof, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
8.3 The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1), appointed jointly, or failing agreement within thirty (30) days, by the HKIAC. The arbitration proceedings shall be conducted entirely in the English language.

Resolution 9: Delegation of Execution Authority

9.1 Pursuant to Section 127 of the Companies Ordinance (Cap. 622) and the Company’s Articles of Association, the Board hereby authorizes the following individuals (the “Authorized Signatories”):

• [Name of Director 1], Director; and/or
• [Name of Director 2 / Company Secretary], [Director / Company Secretary];
  to execute and deliver on behalf of the Company the Transaction Agreement, all ancillary instruments, schedules, non-disclosure agreements, and subsequent amendments thereto.
  9.2 Execution may occur either by:
• (a) The signature of any one (1) director in the case of a sole-director company, or any two (2) directors, or one (1) director and the Company Secretary; or
• (b) Affixing the Common Seal of the Company in accordance with the provisions of its Articles of Association, with the corresponding attesting signatures.
  9.3 All acts, contracts, documents, and deeds previously executed by an Authorized Signatory in connection with the Transaction prior to the Effective Date are hereby formally ratified, confirmed, and approved as the legal, valid, and binding acts of the Company.

Resolution 10: Institutional Record-Keeping, Statutory Filings & Counterparts

10.1 The Company Secretary and the corporate secretarial service agents are directed to enter these written resolutions into the official minute book of the Company and maintain the record at the Company’s registered office in accordance with Section 481 of Cap. 622.
10.2 These written resolutions may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart via electronic transmission (PDF format or recognized electronic signature platform) shall be valid, binding, and effective as an original wet-ink document.

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4. DIRECTORS' DECLARATION OF INTEREST (CAP. 622, S. 536)

Each undersigned Director confirms:

1. I have declared the nature and extent of any interest (whether direct or indirect, material or immaterial) in the Transaction referenced in these resolutions, or I confirm that I possess no disclosable interest within the meaning of Section 536 of the Companies Ordinance (Cap. 622).
2. I have complied with all fiduciary obligations under Hong Kong common law and equity to act in good faith and in what I consider to be the best interests of the Company.

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5. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, being all the members of the Board of Directors of the Company entitled to vote on these resolutions, have executed and adopted these Written Board Resolutions as of the Effective Date specified above.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Director
Company: [Company Full Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Director / Company Secretary]
Company: [Company Full Legal Name]
Date: [Date]

(Add additional signature blocks below if the Company requires three or more directors pursuant to its Articles of Association)

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Director
Company: [Company Full Legal Name]
Date: [Date]

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ACKNOWLEDGMENT & COUNTER-EXECUTION BY COUNTERPARTY

The undersigned Counterparty hereby formally acknowledges, receives, and consents to the corporate parameters, authority, and transactional framework adopted under these Board Resolutions:

FOR [CLIENT FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Chief Executive Officer]
Date: [Date]

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6. STEP-BY-STEP EXECUTION & FILING GUIDE

Follow this operational compliance guide to finalize, sign, and preserve this document in accordance with the corporate statutory framework of Hong Kong SAR.

Step 1: Text Customization & Placeholder Replacement

1. Import this Markdown content into Microsoft Word, Google Docs, or an enterprise contract lifecycle management (CLM) system.
2. Execute a global find-and-replace command for all bracketed parameters:
   • Replace [Company Full Legal Name] with the exact registered English name (and Chinese name, if applicable) shown on your Certificate of Incorporation.
   • Replace [Company Registration Number] with the 7-digit CR number or 8-digit Business Registration certificate root number.
   • Replace [Registered Office Address] with the current Hong Kong address on file with the Companies Registry (Form NR1).
   • Replace [Amount in USD / HKD], [Effective Date], and all signatory details with accurate transactional figures.
3. Verify that the scope of authority matches the exact text of the underlying commercial agreement (Exhibit A).

Step 2: Signatory Capacity & Quorum Verification

1. Review the Company’s Articles of Association regarding Written Resolutions of Directors:
   • Under standard Model Articles (Schedule 2 of the Companies (Model Articles) Notice, Cap. 622H), a written resolution of directors is valid only if signed by all directors who would have been entitled to vote on the matter at a board meeting.
   • Ensure that 100% of the active directors execute the document.
2. Confirm compliance with Section 536 of Cap. 622: If any director holds a conflict of interest, ensure that the conflict is fully recorded in the minutes, and check whether the Articles disqualify that director from voting or counting in the quorum.

Step 3: Execution Methods (Wet-Ink & Digital Signatures)

1. Wet-Ink Execution:
   • Print the finalized document on corporate letterhead.
   • Each director must sign their individual block using blue or black permanent ink.
   • If the Articles mandate execution under Seal, affix the Common Seal in the presence of the authorized persons pursuant to the Articles. Under Section 127 of Cap. 622, a Hong Kong company is no longer required to have a common seal; execution by two directors, or one director and the company secretary, is statutory proof of execution.
2. Digital Execution (DocuSign / Adobe Sign):
   • Upload the final PDF to your digital signature platform.
   • Electronic signatures by directors are valid under the Electronic Transactions Ordinance (Cap. 553), provided that the method used is reliable and appropriate for the purpose of the communication.
   • Generate and append the completed digital audit trail certificate (containing IP addresses, timestamps, and identity verification logs) to the final resolution bundle.

Step 4: Statutory Record Retention & Filings

1. Company Minute Book (Internal Retention):
   • Under Section 481 and Section 482 of Cap. 622, the Company must cause minutes of all proceedings at meetings of its directors and copies of all written resolutions of directors to be entered in books kept for that purpose.
   • The minutes/resolutions must be kept at the Company’s registered office or a place specified under Section 653 of Cap. 622 for at least ten (10) years from the date of the resolution.
   • Failure to maintain these records is a criminal offense liable to a level 5 fine under Hong Kong law.
2. External Registry Filings (Companies Registry - High Watermark Check):
   • General Rule: Ordinary board resolutions approving commercial transactions do not need to be submitted to the Hong Kong Companies Registry.
   • Exceptions: If this resolution approves changes in directors/secretaries (Form ND2A), changes in registered office (Form NR1), allotment of shares (Form NSC1), or creates a registrable charge/mortgage over company assets under Section 335 of Cap. 622 (Form NM1 within one month), specific statutory forms must be submitted to the Registrar of Companies within the prescribed statutory timeframe. Verify whether the underlying Transaction involves a registrable charge.