The Directors Resolution To Issue Shares is a fundamental corporate document required under Hong Kong law whenever a company wants to increase its issued share capital by allocating new shares to existing or new shareholders. This document is essential for compliance with the Hong Kong Companies Ordinance (Cap. 622) and demonstrates proper corporate governance. It is typically used during funding rounds, employee share schemes, corporate restructuring, or strategic investor entry. The resolution must include specific details about the share issuance, confirm directors' authority, address any pre-emptive rights, and ensure all regulatory requirements are met. The document forms part of the company's permanent records and may need to be filed with the Hong Kong Companies Registry. It's particularly important as evidence of proper authorization for the share issuance and protection for directors in fulfilling their fiduciary duties.
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1. Company Details: Identification of the company including registered name, number, and registered office
2. Date and Location: Date and place of the resolution
3. Present Directors: List of directors participating in the resolution
4. Chairperson: Identification of the chairperson of the meeting
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
6. Background: Brief context explaining the reason for the share issuance
7. Review of Documents: List of documents reviewed by directors including Articles of Association and existing share capital structure
8. Resolution Details: Specific details of the share issuance including number of shares, class, issue price, and recipient(s)
9. Directors' Authority: Confirmation of directors' authority to issue shares under Articles and Companies Ordinance
10. Execution: Signature section for directors
1. Pre-emptive Rights Waiver: Required when existing shareholders' pre-emptive rights need to be addressed or waived
2. Share Premium Account: Include when shares are being issued at a premium to nominal value
3. Payment Terms: Required when payment for shares is not immediate or involves non-cash consideration
4. Regulatory Compliance: Include when share issuance requires specific regulatory approvals or notifications
5. Share Certificate Instructions: Include when specific instructions for share certificate issuance need to be documented
1. Share Issuance Details: Detailed breakdown of share allocation, including recipient details and share numbers
2. Shareholder Consent Letters: If applicable, attached letters from existing shareholders waiving pre-emptive rights
3. Share Certificate Form: Template or copy of the share certificate to be issued
4. Updated Register of Members: Post-issuance shareholding structure showing all shareholders and their holdings
Relevant legal definitions
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Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Education
Telecommunications
Energy
Transportation
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Board of Directors
Executive Management
Investment
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Relevant Roles
Director
Company Secretary
Corporate Lawyer
Legal Counsel
Chief Executive Officer
Chief Financial Officer
Corporate Governance Officer
Compliance Officer
Board Chairman
Managing Director
Investment Manager
Corporate Administrator
Finance Manager
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