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This document is available in HKG

A Directors’ Resolution to Issue Shares is a resolution to be passed by the directors of a company to approve the allotment and issue of new shares.

Important note: There are statutory restrictions on the circumstances under which the board of directors can authorise allotment and issue of shares, e.g. when the shareholders have already approved the issue, or when the issue is proportional to the existing shareholding of the company. In other circumstances, e.g. if the company has a new incoming shareholder, changing the shareholding proportion of the existing shareholders, allotment and issue of shares must be approved by shareholders. Contact the Customer Success Team of Dragon Law if you have any questions.

After using this Directors’ Resolution to Issue Shares, remember to:

  • file the relevant form to update the relevant government department or registry within the statutory time limit;
  • issue and deliver new Share Certificates; and
  • update the register of members of the company.

There are two options when using a Directors’ Resolution to Issue Shares:

  • if a meeting of the board of directors is convened to issue shares, use a Board Minutes to Issue Shares; or
  • if the board resolution will be passed by way of a written resolution, use a Board Resolution to Issue Shares.
  • Details of the company;
  • Details of the meeting (if using Board Minutes);
  • Date of passing the resolution;
  • Details of the new shareholder;
  • Number of shares to be allotted; and
  • Consideration paid for the shares.

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