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Shareholder Resolution Appointing Directors

Shareholder Resolution Appointing Directors Template for Hong Kong

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Key Requirements PROMPT example:

Shareholder Resolution Appointing Directors

"I need a Shareholder Resolution Appointing Directors for my Hong Kong private company to appoint Ms. Sarah Chen as a new director effective March 1, 2025, replacing our retiring director Mr. James Wong."

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Document background
A Shareholder Resolution Appointing Directors is a critical corporate governance document used when shareholders exercise their power to appoint new directors to a company's board in Hong Kong. This document is required whenever new directors need to be appointed outside of general meetings, typically used for both routine appointments and when filling unexpected vacancies. It must comply with the Hong Kong Companies Ordinance (Cap. 622) and the company's articles of association, containing all necessary details about the appointee(s), including their consent to act as director, personal information, and declarations of eligibility. The resolution becomes effective upon receiving the required shareholder approval (typically ordinary resolution requiring simple majority) and must be properly filed with the Hong Kong Companies Registry within the statutory timeframe.
Suggested Sections

1. Company Identification: Full legal name of the company, company number, and registered office address

2. Date: Date of the resolution

3. Type of Resolution: Specification that this is a written ordinary resolution of the shareholders

4. Resolution Context: Brief statement explaining the purpose of the resolution and its compliance with the articles of association

5. Appointment Resolution: The formal resolution text appointing the specific director(s)

6. Effective Date: Statement of when the appointment(s) take effect

7. Shareholder Approval: Space for shareholders' signatures or indication of agreement, including shareholding details

Optional Sections

1. Multiple Appointments: Additional resolution paragraphs when appointing multiple directors simultaneously

2. Resignation Acknowledgment: If the appointment is replacing a resigning director, acknowledgment of the resignation

3. Special Terms: Any special terms or conditions of the appointment(s)

4. Remuneration: If being addressed in the same resolution, details of director remuneration

5. Board Composition: Statement confirming board composition compliance after the appointment(s)

6. Corporate Representative: For corporate shareholders, authorization of corporate representative to sign

Suggested Schedules

1. Schedule 1 - Director Details: Personal information of appointed director(s) including full name, address, ID/passport number, and other required details

2. Schedule 2 - Director's Consent: Written consent from the appointed director(s) to act as director

3. Schedule 3 - Shareholding Information: Current shareholding structure and voting rights (if relevant to establish majority)

4. Appendix A - Director's Declaration: Declaration of eligibility and no disqualification circumstances

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions















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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Real Estate

Professional Services

Healthcare

Energy

Transportation

Telecommunications

Construction

Education

Hospitality

Media and Entertainment

All Corporate Sectors

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Corporate Affairs

Risk Management

Administrative Support

Relevant Roles

Company Secretary

Corporate Governance Manager

Legal Counsel

Compliance Officer

Board Secretary

Director of Legal Affairs

Chief Legal Officer

Corporate Affairs Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Head of Corporate Governance

Legal Director

Governance and Compliance Manager

Industries





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