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Board Authorization Letter for Hong Kong

Board Authorization Letter Template for Hong Kong

A formal document issued under Hong Kong law by a company's Board of Directors that officially delegates specific powers, authorities, or responsibilities to designated individuals or entities. The document, governed by the Hong Kong Companies Ordinance, serves as official evidence of the board's resolution to authorize certain actions or persons to act on behalf of the company. It typically includes detailed specifications of the granted authority, temporal limitations, and conditions of exercise, along with proper execution requirements including company seal where applicable.

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Board Authorization Letter

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What is a Board Authorization Letter?

The Board Authorization Letter is a crucial corporate governance document used in Hong Kong to formally delegate authority from the board of directors to specific individuals or entities. This document is essential when companies need to authorize representatives to conduct business transactions, sign documents, or undertake specific actions on behalf of the company. Governed by the Hong Kong Companies Ordinance and related regulations, the Board Authorization Letter must comply with local corporate law requirements and typically follows execution formalities including the use of company seal where required. It serves as official evidence of delegated authority for third parties such as banks, government authorities, or business partners, and should clearly specify the scope, duration, and conditions of the authorization to ensure proper corporate governance and risk management.

What sections should be included in a Board Authorization Letter?

1. Company Details and Date: Full registered name of the company, company registration number, registered address, and date of the authorization

2. Board Resolution Reference: Reference to the relevant board meeting or written resolution where the authorization was approved

3. Authorized Person(s) Details: Clear identification of the person(s) being authorized, including full name, title, and HKID/Passport number if relevant

4. Scope of Authorization: Detailed description of the powers, actions, or transactions being authorized

5. Duration of Authority: Specific timeframe for which the authorization is valid

6. Execution Block: Signature section for authorized signatories of the board, typically including company seal requirement

What sections are optional to include in a Board Authorization Letter?

1. Limitations and Restrictions: Specific limitations or conditions on the exercise of the authorized powers, used when the authorization needs to be qualified

2. Reporting Requirements: Requirements for the authorized person to report back to the board, used for significant delegations of authority

3. Revocation Clause: Terms under which the authorization can be revoked, used for long-term or significant authorizations

4. Indemnification: Protection for the authorized person acting under the authorization, used in cases of significant responsibility

5. Specimen Signatures: Sample signatures of authorized persons, used when the letter will be presented to third parties like banks

What schedules should be included in a Board Authorization Letter?

1. Schedule 1 - Board Resolution Extract: Certified extract of the board resolution granting the authorization

2. Schedule 2 - Specific Powers: Detailed list of specific powers or actions being authorized, if too lengthy for main letter

3. Schedule 3 - Specimen Signatures: Format for specimen signatures if required

4. Appendix A - Supporting Documents: Copies of relevant supporting documents (e.g., identification documents, corporate documents)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions


















Clauses















Relevant Industries

Banking and Financial Services

Insurance

Real Estate

Manufacturing

Trading and Commerce

Professional Services

Technology

Healthcare

Education

Construction

Retail

Logistics and Transportation

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Treasury

Executive Office

Corporate Governance

Risk Management

Operations

Administration

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Chief Financial Officer

Company Secretary

Legal Counsel

Compliance Officer

Department Head

Regional Manager

Country Manager

Treasury Manager

Corporate Secretary

Board Chairman

Vice President

General Manager

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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