A Board Resolution For Starting New Business is a crucial corporate governance document required under Hong Kong law when a company decides to expand its operations or venture into new business activities. This document is typically prepared following strategic discussions at the board level and needs to comply with the Companies Ordinance (Cap. 622) and other relevant Hong Kong regulations. The resolution serves multiple purposes: it formally records the board's decision to start the new business, provides necessary authorizations to implement the business plan, establishes accountability, and serves as evidence of proper corporate governance for stakeholders, regulators, and financial institutions. The document is particularly important for protecting directors' interests by demonstrating that business decisions were made with due consideration and in compliance with their fiduciary duties.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name and registration number of the company
3. Meeting Details: Time, place, and manner of the board meeting (physical/virtual)
4. Attendance: List of present directors and confirmation of quorum
5. Chairperson: Appointment/confirmation of meeting chairperson
6. Background: Brief context about the proposed new business venture
7. Declaration of Interests: Directors' declarations of any interests in the proposed business
8. Primary Resolutions: Core resolutions for starting the new business, including business nature, structure, and initial capital
9. Operational Authorizations: Specific powers granted to officers to execute documents and take necessary actions
10. Closing: Confirmation of resolution passage and chairperson's signature
1. Regulatory Compliance Statement: Required when the new business requires specific licenses or regulatory approvals
2. Property Lease Authorization: Include when the new business requires leasing of premises
3. Bank Account Resolutions: Required when new bank accounts need to be opened for the business
4. Investment Details: Include when the new business requires significant capital investment or funding arrangements
5. Group Structure Changes: Required when the new business involves creating subsidiaries or joint ventures
6. Staff Employment Authorization: Include when immediate hiring or appointment of key personnel is required
1. Business Plan: Detailed business plan including market analysis and financial projections
2. Initial Budget: Breakdown of startup costs and initial operating budget
3. Corporate Structure Chart: Organizational chart showing how the new business fits into existing corporate structure
4. Key Contracts: List and/or copies of material contracts requiring approval
5. Regulatory Requirements: List of required licenses, permits and regulatory approvals
6. Director Interests: Detailed disclosure of any directors' interests in the new business
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Retail
Manufacturing
Professional Services
Real Estate
Healthcare
Education
Logistics
E-commerce
Hospitality
Construction
Media and Entertainment
Telecommunications
Relevant Teams
Legal
Corporate Secretariat
Board Administration
Corporate Governance
Compliance
Risk Management
Executive Office
Finance
Strategic Planning
Business Development
Relevant Roles
Chief Executive Officer
Company Secretary
Board Director
Non-Executive Director
Chief Financial Officer
Chief Operating Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Managing Director
Executive Director
Board Chairperson
Corporate Secretary
General Counsel
Risk Management Officer
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