Board Resolution Template Hong Kong

INSTITUTIONAL CORPORATE GOVERNANCE FRAMEWORK

WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS

DOCUMENT ID: HK-CORP-RES-202X-01
EFFECTIVE DATE: [Effective Date]
VERSION: 4.0
GOVERNING JURISDICTION: Hong Kong Special Administrative Region (HKSAR)
STATUTORY GOVERNANCE: Companies Ordinance (Cap. 622 of the Laws of Hong Kong)

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This institutional template has been drafted by senior corporate legal counsel to comply with the statutory requirements of the Companies Ordinance (Cap. 622) of the Hong Kong Special Administrative Region.

• Clinical Disclaimer: This document constitutes a master structural template. Users must ensure that all bracketed fields (e.g., [Company Full Legal Name]) are populated accurately and that the underlying transactions or corporate actions authorized herein do not contravene the Company’s Articles of Association (AoA), Shareholders' Agreement, or any applicable regulatory frameworks (including the Securities and Futures Ordinance, Cap. 571, where applicable).
• Legal Counsel Consultation: Execution of corporate resolutions without verification of quorum, voting thresholds, and director conflict-of-interest disclosures may render the resolutions voidable under Hong Kong law. Legal counsel should be consulted prior to execution.

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2. PARTIES & RECITALS

COMPANY IDENTIFICATION:

• Company Name: [Company Full Legal Name] (the "Company")
• **Company Registration Number (CR No.):[Company Registration Number]
• Registered Office Address: [Registered Office Address in Hong Kong]

COUNTERPARTY / INTERESTED PARTY (IF APPLICABLE):

• Counterparty Name: [Counterparty Full Legal Name] (the "Counterparty")
• Principal Address: [Counterparty Principal Address]
• Effective Date: [Effective Date]
• Financial Threshold / Consideration: [Amount in USD / HKD]

RECITALS:

• WHEREAS, the Directors of the Company (the "Board") deem it to be in the best commercial interests of the Company and its shareholders to pass the resolutions set forth herein pursuant to the Articles of Association of the Company and the Companies Ordinance (Cap. 622); and
• WHEREAS, all necessary notices, disclosures of material interests (if any), and preliminary governance requirements under Hong Kong law have been duly observed or waived in accordance with the Company’s constitutional documents.

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: APPROVAL OF CORPORATE TRANSACTIONS & SCOPE OF ENGAGEMENT

1.1 The Board has reviewed the proposed transaction, contract, or operational scope (the "Transaction") described in the draft agreements presented to this meeting. 1.2 The Company is hereby authorized to enter into, execute, and deliver the Transaction documents with [Counterparty Full Legal Name], encompassing the full scope of services, deliverables, or asset transfers outlined therein, for a total consideration not exceeding [Amount in USD / HKD]. 1.3 Any Director or designated Authorized Signatory of the Company is hereby individually or jointly authorized to negotiate, finalize, and approve any non-material amendments to the Transaction documents as may be necessary to protect the commercial and legal standing of the Company.

SECTION 2: COMPENSATION, PAYMENT TERMS & FINANCIAL MILESTONES

2.1 Consideration & Invoicing: In consideration for the performance of obligations under the Transaction, the Company shall pay or receive the sum of [Amount in USD / HKD] strictly in accordance with the payment milestones set forth in the operative agreement. Invoices shall be issued in accordance with agreed schedules and shall be payable within thirty (30) days of receipt. 2.2 Late Interest: Any overdue payments remaining unpaid after the due date shall accrue interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by Hong Kong law, calculated daily from the due date until the date of actual payment in full. 2.3 Currency & Exchange: All payments shall be made in [Currency, e.g., Hong Kong Dollars (HKD) or United States Dollars (USD)] via electronic wire transfer to the designated bank account of the receiving party.

SECTION 3: TERM, TERMINATION & CURE PERIODS

3.1 Term: This authorization and the resulting engagement shall commence on the [Effective Date] and shall continue in full force and effect until [Termination Date or "completion of services"], unless terminated earlier in accordance with this Section. 3.2 Termination for Convenience: The Company may terminate the underlying Transaction or engagement at any time, with or without cause, by providing not less than thirty (30) days prior written notice to the Counterparty. 3.3 Termination for Breach: Either party may terminate the agreement immediately upon written notice if the other party commits a material breach of any provision of the agreement and fails to remedy such breach within fourteen (14) days after receipt of written notice detailing the breach. 3.4 Effect of Termination: Upon termination, all rights and obligations of the parties shall cease, except that provisions relating to Intellectual Property, Confidentiality, Limitation of Liability, and Dispute Resolution shall survive indefinitely or for the statutory limitation period under Hong Kong law.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Pre-existing IP: Each party shall retain exclusive ownership of all intellectual property rights, trademarks, patents, copyrights, and proprietary methodologies owned or developed prior to the Effective Date ("Pre-existing IP"). 4.2 Work Made for Hire: All deliverables, work product, inventions, designs, and documentation specifically created, authored, or developed by the Company or its contractors pursuant to this Transaction shall be deemed "works made for hire" and shall become the exclusive property of the Company upon full payment of the applicable fees. 4.3 License Grant: To the extent any Pre-existing IP is embedded in the deliverables, the owning party hereby grants a perpetual, irrevocable, non-exclusive, royalty-free worldwide license to use, reproduce, and modify such IP solely for the purpose of utilizing the deliverables.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition: "Confidential Information" shall include all non-public information, financial data, trade secrets, corporate strategies, customer lists, and technical specifications disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing. 5.2 Obligations: The Receiving Party agrees to hold all Confidential Information in strict confidence, to use it solely for the purpose of fulfilling obligations under the Transaction, and not to disclose it to any third party without the prior written consent of the Disclosing Party, except to directors, officers, employees, and professional legal/financial advisors who have a "need to know" and are bound by equivalent confidentiality obligations. 5.3 Exclusions: Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of the Receiving Party; (b) was already in the rightful possession of the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or order of a court of competent jurisdiction in Hong Kong.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Corporate Authority: Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) it has full corporate power and authority to execute, deliver, and perform its obligations under the Transaction; and (c) the execution and performance of the Transaction do not violate its Articles of Association or any material contract to which it is a party. 7.2 Compliance with Laws: Each party warrants that it shall comply with all applicable laws, statutes, ordinances, and regulations of the Hong Kong Special Administrative Region, including anti-corruption, data privacy (Personal Data (Privacy) Ordinance, Cap. 486), and employment laws.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability: To the maximum extent permitted by Hong Kong law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunity, arising out of or in connection with the Transaction. 7.2 Liability Cap: The aggregate liability of either party arising under or in connection with the Transaction, whether in contract, tort (including negligence), statutory breach, or otherwise, shall be strictly limited to the total fees paid or payable by the Company under the Transaction in the twelve (12) months preceding the event giving rise to liability. 7.3 Indemnification: Each party agrees to defend, indemnify, and hold harmless the other party, its directors, officers, employees, and agents from and against any third-party claims, liabilities, losses, damages, or costs (including reasonable legal fees) arising out of or resulting from the indemnifying party's material breach of this Agreement, gross negligence, or willful misconduct.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Transaction, the authorized representatives of the parties shall first attempt in good faith to resolve the dispute through amicable negotiations within thirty (30) days of receipt of written notice of the dispute. 8.2 Arbitration: If the dispute cannot be resolved through negotiation, it 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 Arbitral Tribunal: The arbitral tribunal shall consist of [one (1) / three (3)] arbitrator(s) appointed in accordance with the HKIAC Rules. The place of arbitration shall be Hong Kong. The language used in the arbitral proceedings shall be English. The award of the arbitral tribunal shall be final and binding upon both parties.

SECTION 9: GOVERNING LAW & JURISDICTION

9.1 Governing Law: This document, the corporate resolutions contained herein, and any contractual or non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region. 9.2 Jurisdiction: Subject to the Arbitration clause (Section 8), the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these resolutions or their subject matter.

SECTION 10: MISCELLANEOUS PROVISIONS

10.1 Severability: If any provision of these resolutions is found by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall, to the extent required, be deemed severed, and the validity and enforceability of the remaining provisions shall not be affected. 10.2 Counterparts: These resolutions may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution may be effected via electronic signature (including DocuSign or Adobe Sign) in compliance with the Electronic Transactions Ordinance (Cap. 553 of the Laws of Hong Kong). 10.3 Entire Agreement: These resolutions, together with any referenced Transaction documents, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations, understandings, and agreements, whether written or oral.

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4. RESOLUTIONS PASSED BY THE BOARD

IT IS HEREBY RESOLVED:

1. APPROVAL OF ACTION: That the Board hereby unconditionally approves the entry into the Transaction and the execution of all associated agreements by the Company.
2. AUTHORIZATION OF SIGNATORIES: That any Director or designated Authorized Signatory of the Company be, and each of them individually is, authorized to sign, execute, seal (if required), and deliver all documents, instruments, and agreements on behalf of the Company to effectuate the Transaction.
3. RATIFICATION OF PAST ACTS: That all acts, deeds, and things heretofore done by any Director, officer, or authorized agent of the Company in connection with the transactions contemplated herein are hereby ratified, confirmed, and approved as the acts and deeds of the Company.

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5. EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Director / Director]
Company: [Company Full Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Second Director Name, if required by AoA]
Title: [Title / Role, e.g., Director / Company Secretary]
Company: [Company Full Legal Name]
Date: [Date]

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6. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Word / Google Docs):

   • Replace all bracketed placeholder text (e.g., [Company Full Legal Name], [Amount in USD], [Effective Date]) with precise factual data. Verify that spelling matches official corporate registry documents maintained by the Hong Kong Companies Registry.

2. Verification of Signatory Authority:

   • Cross-reference the Company’s Articles of Association (AoA) and current NAR1 Annual Return filed with the Hong Kong Companies Registry to confirm that the executing directors hold proper authority and that a quorum of directors has approved the resolution.
   • Check whether the company seal needs to be affixed pursuant to the AoA (though execution by two directors or one director and the company secretary under Section 127 of the Companies Ordinance, Cap. 622, is standard practice).

3. Execution via Digital Signature (DocuSign / Adobe Sign):

   • Upload the finalized PDF to an electronic signature platform compliant with the Hong Kong Electronic Transactions Ordinance (Cap. 553). Ensure audit trails capture IP addresses, timestamps, and cryptographic hashes of the signatories.

4. Statutory Filing & Record Retention:

   • Company Records: File the executed written resolution in the Company’s Minute Book kept at the Registered Office address within seven (7) days of passing, pursuant to Section 617 of the Companies Ordinance (Cap. 622).
   • Registrar of Companies (CR): If the resolution constitutes a "Special Resolution" (e.g., amendment of Articles of Association or change of company name), file the prescribed form (e.g., NNC2 or ND2A) with the Hong Kong Companies Registry within the statutory filing window (typically 15 to 28 days). Ordinary board resolutions approving commercial transactions generally do not require public filing with the CR.