The Corporate Authorization Resolution is a crucial document required by companies operating in Hong Kong to formally delegate authority to specific individuals for conducting business operations. It is commonly used when setting up banking relationships, entering into significant contracts, or establishing new business relationships where proof of authority is required. The resolution must comply with the Hong Kong Companies Ordinance and typically includes details about the scope of authority, monetary limits, signing requirements, and the identity of authorized persons. This document is particularly important in Hong Kong's business environment, where formal authorization documentation is frequently required by banks, government bodies, and business partners. The resolution provides legal protection for both the company and third parties by clearly defining the boundaries of delegated authority.
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1. Company Information: Legal name of the company, registration number, registered address, and date of incorporation
2. Meeting Details: Date, time, location of the meeting where the resolution was passed, and whether it was a board or shareholders' meeting
3. Attendance and Quorum: List of directors/shareholders present and confirmation of meeting quorum
4. Recitals: Background information explaining why the resolution is necessary and beneficial to the company
5. Authorization Scope: Clear statement of the general scope of authority being granted
6. Authorized Persons: Names, positions, and identification details of individuals being granted authority
7. Powers Granted: Detailed list of specific powers and authorities being granted to the authorized persons
8. Signing Requirements: Requirements for valid execution of documents (e.g., single/joint signatures, monetary limits)
9. Duration: Period for which the authorization remains valid and any renewal provisions
10. Certification: Statement certifying that the resolution was properly passed and is in accordance with the company's articles
1. Banking Powers: Specific authorities for banking operations, including account opening, borrowing, and financial instruments
2. Property Transactions: Authorization for real estate and property-related transactions
3. Investment Powers: Specific powers related to making investments and managing investment portfolios
4. Digital Authorization: Powers related to electronic signatures and digital platforms
5. Foreign Operations: Special provisions for conducting business in other jurisdictions
6. Delegation Powers: Authority to sub-delegate certain powers to other individuals
7. Revocation Clause: Terms for revoking previous authorizations
1. Schedule 1 - Authorized Signatories: Detailed list of authorized persons with specimen signatures and signing limits
2. Schedule 2 - Specific Transaction Limits: Table of monetary limits and approval requirements for different types of transactions
3. Schedule 3 - Required Forms: Standard forms and documents that authorized persons can execute
4. Appendix A - Board Meeting Minutes: Extract of board meeting minutes showing approval of the resolution
5. Appendix B - Company Documents: Copies of relevant company documents (Certificate of Incorporation, Business Registration, etc.)
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