Scope: Mainland China corporate transactions
Everyone has agreed the commercial terms. Then the bank, investor or counterparty requests a resolution that does not exist—or discovers that the signed version approves a different transaction.
China corporate document drafting is part of transaction planning. Resolutions, authorizations and constitutional documents help establish who approved what and who may implement it.
Identify the decision before drafting the document
Describe the transaction, participating entities, value and material obligations. Then determine which corporate body must approve it under applicable law and the company’s articles. A document titled “board resolution” is not sufficient if the decision belongs elsewhere.
Review conflicts of interest, voting arrangements and notice requirements where relevant. China’s Company Law supplies the corporate governance framework; the company’s structure and documents determine much of the practical analysis. Official Company Law.
Match authority to the work being authorized
An authorization should identify the representative and scope, including whether material terms may be changed. Distinguish signing authority from authority to negotiate, file registrations or operate a bank account.
Check expiry, revocation and substitution arrangements where appropriate. An open-ended authorization can create different risks from a narrow instruction tied to a specific transaction.
Keep the closing set consistent
Compare party names, figures, dates and agreement versions across the resolution, principal contract and attachments. If negotiations change a material term, ask whether approvals need updating. Preserve the evidence that the required process occurred.
For foreign shareholders, determine whether identity and authorization documents need translation or formal authentication for their intended use. Confirm the receiving institution’s requirements before preparing multiple versions.
Plan the record after signing
Assign responsibility for company records and subsequent filings. Completion should leave an organized set showing the final terms, approvals and steps still outstanding, rather than a folder of conflicting drafts.
Approaching a financing, acquisition or major contract signing? Contact Jinyuan Law Firm with the company structure, articles and transaction summary. Request a document and authority review covering approvals, authorizations and the final execution set.
General information only. Advice depends on the facts and applicable jurisdiction. Contact does not by itself create a lawyer-client relationship. Local-law advice may be needed outside mainland China.
