Chinese Board Resolution Translation for UK Banks and Companies House

Keep the recipient’s task distinct: a bank may request an account-opening resolution, while a Companies House filing requires the documents specified for that filing. The overseas-company guidance describes certified constitutional documents and accounts, with authentication by an appropriate company representative. It does not mean every board minute must be filed. I translate the resolution you are actually asked to supply.

These are three related but distinct documents, and it is worth knowing which one you actually hold. A 董事会决议, a board resolution, is usually one or two pages: the meeting date and place, the directors present and absent, how notice was given, the voting tally in the 同意X票、反对X票、弃权X票 form, then numbered resolutions introduced by 决议如下. A 股东会决议 or 股东大会决议 does the same job for the shareholders, listing each shareholder with their 出资比例 or shareholding percentage. A 会议纪要 proper is the narrative record — 主持人, 参会人员, the agenda items, the substance of the discussion and the 决定事项 at the end. Any of the three may sit on company letterhead with a document reference in the 〔2024〕第X号 style, and all three are normally sealed with the company 公章 and signed in ink by the directors or shareholders individually.

In the UK these translations are wanted when a Chinese parent incorporates or capitalises a subsidiary here, when a bank asks for the resolution that authorises an account opening or a signatory, when a corporate shareholder appoints or removes a director, when share transfers and investment agreements go through due diligence, and when resolutions are put in evidence in litigation or arbitration. Occasionally the resolution is also going abroad and will be apostilled, in which case the sequence matters and you should confirm with the receiving body whether they want the apostille applied before translation.

The recurring difficulty is corporate vocabulary, because Chinese company-law offices do not map cleanly onto UK ones. A 法定代表人 is a statutory office under Chinese company law with authority to bind the company; it is not a chief executive and not simply a director, so I translate it as legal representative and leave it alone. A 监事会 or 监事 is a supervisory board or supervisor, a body with no equivalent in a UK private company — translated, not converted into something familiar. 执行董事, the sole director many Chinese companies appoint instead of a full board, is distinct from a 董事长, the chairman. Getting these wrong can make a resolution look as though it was passed by the wrong organ, which is exactly the sort of thing a bank’s onboarding team queries. Beyond terminology: voting tallies are reproduced digit for digit, the resolution numbering and any document reference number are preserved, dates written as 二〇二四年五月十日 are converted to plain dates, individual directors’ names are transliterated to match their passports and any existing Companies House filing, handwritten signatures are marked as such rather than dropped, and the position of each red seal is described.

For a quote, send a scan or photograph of every page, including the signature page and any attachment the resolution refers to, and tell me the passport spellings of the names involved and the company name you already use in the UK. If you are unsure whether the receiving party needs the summary resolution, the full minutes or both, ask them first — it is a short question that saves paying for pages nobody reads.