Minutes of Meeting

Minutes of Meeting in Hong Kong are formal written records that document the discussions, decisions, and resolutions made during official company meetings, such as board meetings and shareholder meetings. These records serve a dual purpose: they ensure internal transparency and provide legal protection for companies.
According to the Hong Kong Companies Ordinance (Cap. 622), it is mandatory to maintain accurate minutes for certain types of meetings, especially those involving corporate decisions or statutory compliance. Well-maintained meeting minutes also support good corporate governance and can serve as evidence in legal proceedings.

Minutes of Meeting should be comprehensive and follow a standard format that captures all significant discussions and decisions. In Hong Kong, a typical Minutes of Meeting document should include the following clauses to ensure legal compliance and clarity:

These components ensure that the minutes are legally sound, complete, and easy to reference in future business operations or legal matters.

Yes, maintaining Minutes of Meeting is a legal requirement under the Companies Ordinance (Cap. 622). Hong Kong companies must document both board and shareholder meetings accurately.

These records must be stored at the company’s registered office or another approved location. Failure to comply with this requirement can result in fines and other regulatory penalties. Properly maintained meeting minutes are essential for proving compliance during audits or legal investigations. Search queries like “Are meeting minutes mandatory in Hong Kong?” and “Is it required to keep board meeting minutes?” are directly answered here.

In most Hong Kong companies, the company secretary is responsible for drafting, reviewing, and finalizing the Minutes of Meeting.For complex meetings involving high-level decisions or legal implications, legal advisors or senior management may assist in the drafting process. The minutes are typically reviewed and approved by the Chairman of the meeting before being signed and entered into the company’s official records.

Board Meeting Minutes must meet specific legal criteria to be valid under Hong Kong law. These include:

The minutes should reflect that directors acted in good faith and in the company’s best interests, fulfilling their fiduciary duties as outlined in Hong Kong’s legal framework. Long-tail keywords: “board meeting minutes legal requirements Hong Kong”, “how to document board decisions in HK”.

Shareholders’ Meeting Minutes should contain a clear summary of the meeting’s essential details, including:

These minutes must be signed by the meeting Chairman, added to the statutory records, and retained for at least 10 years. In cases involving major changes (amendments to the Articles of Association or share capital restructuring), filings with the Companies Registry are required.Formalize roles, rights, and obligations between business partners? Download the Shareholders’ Agreement to protect everyone’s interests and avoid future disputes

Yes, properly drafted Minutes of Meeting can be submitted as legal evidence in Hong Kong courts.

They provide a clear timeline of decisions made, attendees present, and the rationale behind corporate actions. Courts often rely on meeting minutes to resolve disputes involving directors, shareholders, or regulatory bodies. For this reason, it is essential to prepare minutes that are factual, detailed, and compliant with Hong Kong laws.

According to the Companies Ordinance (Cap. 622), all companies must retain their Minutes of Meeting for a minimum period of 10 years from the meeting date.
However, companies are strongly encouraged to retain them indefinitely, especially when they pertain to long-term business decisions or unresolved legal obligations. These records should be stored securely, either in physical form or as digital files with backup, and should be accessible for internal or regulatory review.

Although there is no legally mandated format for Minutes of Meeting in Hong Kong, a standard format is widely used across industries for consistency and clarity. A well-organized minutes document typically includes:

Using this format ensures consistency, legal compliance, and ease of reference for future business needs or audits. Planning a change in company ownership or raising capital? Download the Share Purchase Agreement to legally define terms and avoid transactional risks.

For companies operating in Hong Kong, maintaining legally compliant meeting minutes is critical to fulfilling corporate governance standards and avoiding regulatory issues. If you require assistance in drafting or reviewing your meeting minutes, Themis Partner offers professional document drafted by corporate lawyers and company secretaries. Download today your Minutes of Meeting to ensure your documentation meets all statutory requirements in Hong Kong.