Company Minutes are formal documents required under Hong Kong's corporate law framework that record the proceedings, discussions, and decisions made during company meetings. These minutes must be maintained in accordance with the Companies Ordinance (Cap. 622) and serve as the official record of corporate decision-making. The document is used to record both board meetings and general meetings, capturing essential information such as attendance, quorum, discussions, and resolutions passed. Company Minutes are critical for corporate governance, providing evidence of directors' discharge of duties, compliance with legal requirements, and proper decision-making processes. They must be kept at the registered office or a prescribed place and be available for inspection by relevant stakeholders as required by law.
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1. Meeting Details: Date, time, venue, and type of meeting (Board/General/Committee)
2. Attendance: List of present directors/shareholders, apologies for absence, and other attendees (e.g., company secretary, advisors)
3. Quorum: Confirmation that meeting quorum requirements were met as per Articles of Association
4. Chairperson: Name of the person chairing the meeting and basis of appointment
5. Previous Minutes: Confirmation of accuracy and approval of previous meeting minutes
6. Matters Arising: Discussion of any outstanding matters from previous minutes
7. Main Business: Record of main items discussed and decisions made
8. Resolutions: Text of any resolutions passed, voting results if applicable
9. Close: Time of meeting conclusion and date of next meeting if set
1. Declaration of Interests: Required when directors need to declare any interests in matters being discussed
2. Financial Reports: Include when financial statements or reports are presented and discussed
3. Committee Reports: When reports from various committees (audit, remuneration etc.) are presented
4. Share Transfers/Allotments: When share-related matters are discussed and approved
5. Special Business: For any extraordinary items requiring specific notation
6. Regulatory Compliance: When specific regulatory matters are discussed or compliance issues addressed
1. Attendance Register: Signed record of all attendees
2. Board Papers: Documents circulated for discussion during the meeting
3. Financial Statements: Any financial reports presented during the meeting
4. Presentation Materials: Copies of any presentations made during the meeting
5. Written Resolutions: Copies of any written resolutions passed
6. Supporting Documents: Any other documents referenced or tabled during the meeting
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