A Banking Resolution is a critical corporate governance document used when a company needs to establish, modify, or update its banking arrangements in Hong Kong. It reflects the board of directors' decisions regarding who can operate bank accounts, enter into banking facilities, and execute banking transactions on behalf of the company. The document must comply with Hong Kong's Companies Ordinance and Banking Ordinance, as well as any specific requirements of the relevant banks. It typically includes details about authorized signatories, transaction limits, permitted banking services, and any specific conditions or restrictions. This document is essential for opening bank accounts, obtaining banking facilities, or updating signatory arrangements, and serves as the bank's primary reference point for verifying corporate authority.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Information: Legal name, registration number, and registered address of the company
3. Meeting Details: Confirmation of proper convening of meeting, quorum present, and compliance with articles of association
4. Recitals: Background information explaining the purpose of the resolution
5. Bank Details: Name and details of the bank(s) with which the arrangements are being made
6. Primary Banking Authorization: Core resolution statement authorizing the establishment of banking relationship
7. Authorized Persons: List of individuals authorized to act on behalf of the company
8. Signing Authority and Limits: Specification of signing powers, combinations, and transaction limits
9. Certification: Declaration of the resolution's validity by authorized officer(s)
1. Electronic Banking Services: Authorization for online banking services and digital platforms - include when electronic banking services are required
2. Foreign Exchange Dealings: Authorization for forex transactions - include when foreign currency operations are needed
3. Trade Finance Facilities: Authorization for trade finance products - include when trade finance services are required
4. Credit Facilities: Authorization for loans, overdrafts, or other credit facilities - include when borrowing is contemplated
5. Investment Services: Authorization for investment and securities services - include when investment services are needed
6. Security and Collateral: Authorization to provide security or collateral - include when securing facilities
7. Specific Transaction Authorization: Details of specific one-off transactions - include when resolution is for specific deals
1. Schedule 1 - Authorized Signatories: Detailed list of authorized persons with specimen signatures and signing limits
2. Schedule 2 - Banking Products: List of specific banking products and services being authorized
3. Schedule 3 - Signing Matrix: Detailed matrix showing different signature combinations required for different transaction types and amounts
4. Appendix A - Board Meeting Minutes Extract: Certified extract of board meeting minutes where resolution was passed
5. Appendix B - Company Documents: Copies of relevant company documents (Certificate of Incorporation, Business Registration, etc.)
6. Appendix C - Identification Documents: Copies of identification documents of authorized signatories
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