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Resolution Of Appointment

Resolution Of Appointment Template for Hong Kong

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Key Requirements PROMPT example:

Resolution Of Appointment

"I need a Resolution of Appointment for a Hong Kong private limited company appointing a new Chief Financial Officer, effective March 1, 2025, with specific mentions of required regulatory filings and authorization to access company bank accounts."

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Document background
A Resolution of Appointment is a crucial corporate governance document used when a company needs to formally appoint an individual to a specific position within its organization. This document is particularly important in Hong Kong's corporate environment, where formal appointments must be properly documented and, in many cases, filed with the Companies Registry. The resolution should detail the appointment's key aspects, including the position, effective date, and any specific terms or conditions. It must comply with the Hong Kong Companies Ordinance and the company's articles of association, and may require either board or shareholder approval, depending on the appointment type. The Resolution of Appointment also serves as evidence of proper corporate procedure and can be important for regulatory compliance, especially for listed companies or regulated industries.
Suggested Sections

1. Company Details: Full registered name of the company, company number, and registered office address

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

3. Attendance Record: List of directors/shareholders present and confirmation of quorum

4. Chairperson: Identity of the meeting's chairperson

5. Declaration of Interests: Statement regarding any declared interests in the appointment

6. Resolution: The formal resolution text specifying the appointment details, including position, effective date, and key terms

7. Confirmation of Appointment: Statement confirming the passing of the resolution and voting results

8. Authorization: Authority given to execute documents and file necessary forms

9. Closure: Formal closing of the meeting and signature requirements

Optional Sections

1. Preceding Resolutions: Reference to any previous resolutions relevant to this appointment, used when the appointment is connected to prior corporate decisions

2. Regulatory Compliance: Specific statements regarding compliance with regulatory requirements, needed for regulated positions or listed companies

3. Terms of Appointment: Detailed terms of the appointment if not covered in a separate agreement, used when key terms need to be recorded in the resolution

4. Resignation Acknowledgment: Recognition of previous officeholder's resignation if applicable, used when appointment is filling a vacancy

5. Committee Appointments: Additional appointments to board committees if applicable, used for director appointments who will also serve on specific committees

Suggested Schedules

1. Form of Consent: Written consent of the appointee to act in the position

2. Appointee Details: Biographical information and contact details of the appointee

3. Regulatory Forms: Copies of required regulatory forms (e.g., Forms ND2A, D2B for directors)

4. Terms of Reference: If the appointment involves specific committees or roles, the relevant terms of reference

5. Supporting Documents: Copies of relevant certificates, qualifications, or other documents supporting the appointment

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Banking

Insurance

Professional Services

Manufacturing

Retail

Technology

Healthcare

Real Estate

Education

Telecommunications

Energy

Transportation

Construction

Mining

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Human Resources

Board of Directors

Executive Committee

Audit Committee

Remuneration Committee

Nomination Committee

Risk Management

Corporate Governance

Administration

Relevant Roles

Director

Executive Director

Non-Executive Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Head of Compliance

Head of Legal

Board Committee Member

Managing Director

Regional Director

Department Head

Senior Manager

Company Representative

Authorized Representative

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, operation, and administration in Hong Kong, including provisions for appointment of officers and directors
Companies (Model Articles) Notice (Cap. 622H): Contains model articles for Hong Kong companies, including procedures for appointment and removal of directors and other officers
Securities and Futures Ordinance (Cap. 571): Relevant for listed companies, containing requirements for appointment of directors and disclosure obligations
Employment Ordinance (Cap. 57): Governs employment relationships in Hong Kong, relevant when appointments involve employment contracts
Corporate Governance Code: For listed companies, provides guidelines on appointment procedures and qualification requirements for directors and senior management
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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