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Delivery of resolution or agreement to the Companies Registrar


Section 622 on registration of and requirements relating to certain resolutions applies to the resolution (whether special or written) for the purposes of section 360(1)(a), (2)(a)(i), (2)(b)(i) or (2)(c)(i) (under section 622(1)(f)) and the agreement for purposes of section 359(1)(b)(iii) (under section 622(1)(e)).


Section 622(2) requires the company to deliver a copy of the special or written resolution or agreement to the Registrar for registration within 15 days after it is made or passed.


If the resolution is not in writing, a reference to a copy of the resolution is to be construed as a written memorandum setting out the terms of the resolution.


A company is required to keep records comprising copies of resolutions and minutes of general meetings in the manner prescribed in section 618.


In case a company contravenes Section 622(2), the company and every responsible person of the company commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of HK$300 for each day during which the offence continues.





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