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Board Minutes are the official written record of what happens during a company's board meetings in Hong Kong. They capture key decisions, discussions, and votes made by directors, serving as the legal proof of corporate governance and decision-making processes.

Under Hong Kong's Companies Ordinance, companies must keep accurate minutes for at least 10 years. These records protect directors by documenting their due diligence, help resolve disputes about past decisions, and provide crucial evidence for auditors, regulators, and courts. Good minutes include attendance, voting results, and any declared conflicts of interest.

Board Minutes need to be created every time your Hong Kong company holds a board meeting. These records become essential when making major business decisions like approving annual accounts, appointing directors, declaring dividends, or entering significant contracts. Directors rely on them to prove they've fulfilled their duties.

You'll need accurate Board Minutes when dealing with banks, auditors, or potential investors who want to verify past decisions. They're particularly crucial during regulatory inspections, tax assessments, or legal disputes. Many companies prepare them right after each meeting to ensure all details are fresh and accurate���this helps avoid memory gaps or disagreements later.

• Company Merger Contract: Specialized Board Minutes for merger approvals require detailed documentation of valuation discussions, due diligence findings, and specific voting outcomes. Other common types include Annual General Meeting minutes (covering yearly financial reviews and major decisions), Regular Board Meeting minutes (for routine operational matters), Special Board Meeting minutes (for urgent or extraordinary decisions), and Written Resolutions (when directors agree without a physical meeting).

• Company Secretary: Usually responsible for drafting and maintaining Board Minutes, ensuring they meet legal requirements and accurately reflect meeting proceedings
• Board Directors: Review and approve the minutes, rely on them to prove their decision-making process, and use them as reference for past resolutions
• Auditors and Regulators: Examine Board Minutes during compliance checks and investigations to verify corporate governance
• Legal Advisors: Use minutes to provide guidance on corporate matters and defend companies in disputes
• Shareholders: May request access to minutes to monitor board decisions and company direction

• Meeting Details: Record date, time, location, and type of meeting (regular or special)
• Attendance List: Note all directors present, absent, and any guests or advisors participating
• Agenda Items: Gather all meeting materials, reports, and documents to be discussed
• Decision Points: Track exact wording of resolutions passed, voting results, and any dissenting opinions
• Supporting Documents: Collect referenced materials, presentations, or reports as attachments
• Review Process: Our platform helps ensure your minutes include all required elements and comply with Hong Kong company law

• Meeting Identification: Company name, meeting type, date, time, venue, and meeting chair details
• Quorum Statement: Confirmation that required minimum directors were present for valid decisions
• Attendance Record: Full names of all directors present, absent with apologies, and other attendees
• Previous Minutes: Confirmation of previous meeting's minutes approval
• Resolution Details: Exact wording of decisions made, voting outcomes, and any objections noted
• Signature Block: Chairman's signature and date of approval, as required by Companies Ordinance
• Declarations: Any conflicts of interest disclosed during the meeting

Board Minutes differ significantly from a Board Resolution in several key ways. While both documents relate to corporate decision-making, they serve distinct purposes in Hong Kong's corporate governance framework.

• Scope and Content: Board Minutes provide a comprehensive record of an entire meeting, including discussions, debates, and decisions. Board Resolutions focus solely on documenting specific decisions or actions approved by directors.
• Legal Requirements: Minutes must include attendance, discussions, and voting details as required by the Companies Ordinance. Resolutions can be more focused and brief, containing just the decision and approval.
• Timing and Use: Minutes are created after meetings to document what happened. Resolutions can be passed with or without a meeting, including via written circulation.
• Documentation Purpose: Minutes serve as historical records and evidence of proper governance. Resolutions are action-oriented documents used to implement specific decisions or authorize particular actions.