Document background
A Shareholder Special Resolution is a crucial corporate governance document used in Hong Kong when companies need to make significant changes that require heightened shareholder approval. Under the Hong Kong Companies Ordinance (Cap. 622), special resolutions require a 75% majority vote, distinguishing them from ordinary resolutions which require only a simple majority. The document is typically used for fundamental changes to the company such as altering constitutional documents, changing the company name, reducing share capital, or initiating voluntary winding-up proceedings. Companies must ensure that proper notice is given (typically 21 days unless shorter notice is agreed) and that the Shareholder Special Resolution is properly documented and, where required, filed with the Companies Registry within 15 days of passing. The document forms part of the company's permanent records and may need to be produced to regulatory authorities, banks, or other stakeholders as evidence of proper corporate authorization.
