Shareholders' Resolution to Alter Articles of Association

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What is it?

The Shareholders' Resolution to Alter Articles of Association is a resolution to amend the current Articles of Association of your company.

Under the Companies Ordinance of Hong Kong (Cap 622), a special resolution is required to alter the Articles of Association of a company.

A special resolution must be signed by members representing not less than 75% of the total voting rights of the company. The special resolution may be passed at a general meeting or by way of a written resolution using a Shareholders' Resolution to Alter Articles of Association.

Why do you need it?

Well-drafted Articles of Association serve to protect the rights and interests of the shareholders and directors of the company. Therefore, it is essential to ensure that the Articles of Association are altered and adopted properly.

This document makes this task easier as it avoids the need to call and hold a meeting of all the shareholders to pass the special resolution. Assuming you have a copy of the new Articles of Association that you would like to adopt, simply have each shareholder sign the Shareholders' Resolution to Alter Articles of Association.

Remember a special resolution must be signed by members representing not less than 75% of the total voting rights of the company.

Key clauses to watch for:

When drafting a Shareholders' Resolution to Alter Articles of Association, it is important to focus on a number of key clauses, in particular:

  • Details of the company;
  • Number of shareholders in the company;
  • Names of the shareholders; and
  • Date of passing the resolution.

Shareholders' Resolution to Alter Articles of Association Document