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Tricor, Asia’s leading business expansion specialist, empowers companies to maneuver from start-up to IPO and beyond. Our e-Signature solution is always at your service to bring your signing practises into the digital era.
With e-signatures becoming part of everyday workflow, here are some FAQs to help you understand more.
Digital Signing - The Next Normal
Can member and directors sign documents electronically?
Yes. Pursuant to the Companies Ordinance (Cap. 622) (“CO”), company records may be kept in hard copy form or electronic form.
Does it mean that directors and shareholders' resolutions can be signed electronically?
Yes. Section 560 of CO provides that shareholders may return written resolution by electronic means if an electronic address is given in the proposed written resolution and as the CO only require the shareholders to indicate their agreement to the resolution rather than to "sign" the written resolution, a company can specify an electronic way for the members to signify their agreement pursuant to the guidance in the CO.
How about resolution of Directors? Can the same be signed electronically?
Unfortunately, there is no “deemed agreement” provision like section 560 in the CO regarding written resolution of directors, if there is no agreement from the company that document or information can be sent by electronic means, written resolutions of directors cannot be passed by electronic means if there is no specific provision in the articles.
It is therefore important to review the company's articles of association, if there is no explicit provisions allowing directors’ resolutions to be signed and returned by electronic means, the company may need to modify its articles to ensure that such process is valid.
What records can be digitized?
A point to note: Accounting records must be documented in hard copies. All hard copies must be kept in a registered office or a prescribed place.
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