Ordinary Resolution and Special Resolution

Resolutions passed by shareholders of a HK company can be divided into two types, ordinary resolution and special resolution. To decide whether a motion is an ordinary resolution or a special resolution, it depends on the Companies Ordinance and the memorandum and articles of association of the company.

Ordinary Resolution
There is no definition about “ordinary resolution” under the Companies Ordinance. On condition that there is no requirement under the Companies Ordinance or the memorandum and articles of association of the company, the motion must be passed by special resolution, an ordinary resolution is sufficient. A simple majority by shareholders or members of a company can be deemed as a pass of an ordinary resolution. The word here “simple majority” does not mean the total number of shareholders or members. It means the shareholders or members present in person or through their representative attending the meeting.

Special Resolution
For Extraordinary General Meeting, not less than 21 days notice must be given. For passing a special resolution, it requires the approval of not less than 75% of the shareholders or members. Under the Companies Ordinance, the following resolutions must be passed by way of special resolutions. The company’s memorandum and articles of association cannot override that the following be passed by other way:-

1. To amend the mission of the company
2. To amend the memorandum
3. To change the company in form of limited liability to unlimited liability
4. To change the company name
5. To amend the articles of association of the company
6. Non-listed company provides financial assistance to acquire its own shares
7. Listed company take-over its shares
8. Non-listed company repurchase its own shares
9. Private company buyback its shares by using its own capital
10. Capital reduction
11. Matters that requires directors to take the liability
12. Liquidation of a company by court
13. Voluntary Liquidation

Minutes
Under s. 116B and 119(1) of the Companies Ordinance, each company has to keep proper record for all its minutes, resolutions in writing and all shareholders meeting minutes.  S. 119 (2) of the Companies Ordinance provides that minutes of a shareholders meeting must be signed by chairman of the meeting. This section also applies to board of directors meeting. All minutes records must be kept at the registered office, if not the case, the Companies Registry must be notified.
in writing and all shareholders meeting minutes.  S. 119 (2) of the Companies Ordinance provides that minutes of a shareholders meeting must be signed by chairman of the meeting. This section also applies to board of directors meeting. All minutes records must be kept at the registered office, if not the case, the Companies Registry must be notified.