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A Shareholder Resolution is a formal decision made by a company's shareholders through voting at general meetings or by written resolution under Hong Kong's Companies Ordinance. These resolutions let shareholders exercise their ownership rights on important matters like appointing directors, approving major transactions, or changing the company's constitution.

Most everyday company decisions need only a simple majority (over 50%) to pass as ordinary resolutions. But fundamental changes, like altering the company's articles or reducing share capital, require special resolutions with at least 75% approval from voting shareholders. Every resolution must be properly documented and filed with the Companies Registry.

You need a Shareholder Resolution when making major company decisions that require formal shareholder approval under Hong Kong law. Common triggers include issuing new shares, changing director compensation, approving significant asset sales, or modifying the company's articles of association. The resolution documents these key decisions and protects both the company and shareholders.

Many corporate actions need quick shareholder approval to stay competitive - like acquiring new businesses, restructuring operations, or raising capital. A well-prepared resolution helps fast-track these time-sensitive matters while meeting Companies Ordinance requirements. It also creates a clear record of shareholder consent for regulatory compliance and future reference.

• General Meeting Resolution: Captures decisions made during formal shareholder meetings, covering routine business matters requiring majority approval
• Shareholder Resolution Appointing Directors: Specifically focuses on appointing, removing, or changing company directors and their powers
• Ordinary Resolutions: Need 50% or more shareholder approval for day-to-day decisions like dividend declarations or director appointments
• Special Resolutions: Require 75% shareholder approval for major changes like amending articles or reducing share capital
• Written Resolutions: Allow decisions without physical meetings, needing unanimous approval for private companies

• Shareholders: Vote on and approve resolutions, with voting rights typically proportional to their shareholding
• Company Directors: Propose resolutions, implement approved decisions, and ensure compliance with Companies Ordinance requirements
• Company Secretary: Drafts resolution text, maintains records, and files necessary documentation with the Companies Registry
• Legal Counsel: Reviews resolution wording, ensures legal compliance, and advises on voting requirements
• Regulatory Bodies: Including the Companies Registry and SFC, oversee proper filing and compliance with corporate governance rules

• Company Details: Gather the company name, registration number, and registered office address
• Resolution Type: Determine if ordinary (50%+) or special (75%+) resolution is needed based on the decision
• Shareholder Information: List all shareholders, their shareholdings, and voting rights
• Meeting Requirements: Check notice periods and quorum requirements in company articles
• Resolution Text: Draft clear, specific wording using our platform's templates to ensure legal compliance
• Supporting Documents: Prepare relevant background materials, financial statements, or proposals
• Filing Plan: Arrange for timely submission to Companies Registry after approval

• Title and Date: Clear identification as a shareholder resolution with meeting date
• Company Details: Full registered name, number, and registered office address
• Resolution Purpose: Clear statement of the specific decision being made
• Legal Authority: Reference to relevant Companies Ordinance sections and company articles
• Voting Results: Number of votes for/against and confirmation of required majority
• Signature Block: Chairman's signature and date of signing
• Certificate Statement: Confirmation that the resolution was properly passed
• Filing Details: Note about Companies Registry submission requirements

A Shareholder Resolution differs significantly from a Board Resolution in several key aspects, though both are crucial corporate governance documents in Hong Kong. The main distinction lies in who makes the decisions and their scope of authority.

• Decision Makers: Shareholder Resolutions are passed by company shareholders, while Board Resolutions are made by directors only
• Legal Requirements: Certain decisions (like changing articles or reducing capital) must be made by shareholders under the Companies Ordinance, while day-to-day management decisions fall to the board
• Voting Thresholds: Shareholder Resolutions often require specific majorities (50% or 75%), while Board Resolutions typically need simple majority board approval
• Filing Requirements: Shareholder Resolutions often need Companies Registry filing, whereas most Board Resolutions are kept as internal records
• Implementation Timeline: Board Resolutions can be passed more quickly, while Shareholder Resolutions require notice periods and meeting arrangements