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General Meeting Resolution

General Meeting Resolution Template for Hong Kong

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Key Requirements PROMPT example:

General Meeting Resolution

"I need a General Meeting Resolution for our Hong Kong private company to approve a share capital increase and issue of new shares to existing shareholders, to be presented at our AGM scheduled for March 15, 2025."

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Document background
A General Meeting Resolution is a crucial corporate document used to record and formalize decisions made by shareholders at general meetings in Hong Kong. This document is required whenever companies need to make significant decisions that require shareholder approval, such as changes to the company's constitution, major transactions, or appointment of directors. It must comply with the Hong Kong Companies Ordinance (Cap. 622) and, for listed companies, the Hong Kong Listing Rules. The resolution can be either ordinary (requiring over 50% approval) or special (requiring at least 75% approval), depending on the nature of the decision. The document serves as legal evidence of corporate decisions and forms part of the company's official records.
Suggested Sections

1. Company Identification: Full legal name of the company, company registration number, and registered office address

2. Meeting Details: Date, time, location of the meeting, and type of meeting (AGM/EGM)

3. Attendance and Quorum: Record of members present and confirmation that quorum requirements were met

4. Resolution Type: Specification of whether the resolution is ordinary (>50%) or special (>75%)

5. Resolution Text: Clear statement of the resolution(s) being passed, numbered if multiple

6. Voting Results: Record of votes for, against, and abstentions

7. Certification: Signature of the chairperson or company secretary certifying the resolution

Optional Sections

1. Proxy Details: Include when proxies are present at the meeting, listing proxy appointments and voting instructions

2. Declarations of Interest: Required when directors or members have interests in the matter being resolved

3. Preliminary Matters: Include when there are procedural matters or previous resolutions that need to be referenced

4. Notice Compliance: Include when there are specific notice requirements to be documented, particularly for special resolutions

5. Virtual Meeting Provisions: Include for meetings held virtually or hybrid meetings, detailing the electronic means used

Suggested Schedules

1. Attendance Register: Detailed list of all attendees, including members, proxies, and observers

2. Voting Record: Detailed breakdown of votes cast, particularly important for complex or contentious resolutions

3. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, plans, or proposals being approved)

4. Notice of Meeting: Copy of the notice sent to members calling the meeting

5. Technical Information: Any technical details or specifications relevant to the resolution (e.g., share capital changes, property details)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Manufacturing

Technology

Retail

Healthcare

Professional Services

Construction

Energy

Telecommunications

Transportation

Education

Non-profit Organizations

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Support

Regulatory Affairs

Corporate Affairs

Executive Office

Risk Management

Administrative Support

Relevant Roles

Company Secretary

Corporate Governance Officer

Legal Counsel

Compliance Officer

Board Director

Chief Executive Officer

Chief Financial Officer

Corporate Affairs Manager

Legal Manager

Regulatory Compliance Manager

Company Director

Governance Specialist

Board Secretary

Legal Administrator

Corporate Services Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, operation, and administration in Hong Kong, including requirements for general meetings, voting procedures, and resolutions
Companies (Model Articles) Notice (Cap. 622H): Contains the Model Articles of Association which provide default rules for company operations, including conduct of general meetings and passing of resolutions
Securities and Futures Ordinance (Cap. 571): Relevant for listed companies, governing disclosure requirements and shareholder protection in relation to general meetings
Hong Kong Listing Rules: For listed companies, specifies additional requirements for general meetings, shareholder communications, and corporate governance matters
Electronic Transactions Ordinance (Cap. 553): Governs the validity of electronic communications and documents, which may be relevant for virtual meetings and electronic voting
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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