Annual general meeting rules in Hong Kong
Hong Kong private companies can dispense with an annual general meeting by using written resolutions and sending accounts to members.
Annual General Meeting Hong Kong Private Company
A Hong Kong private company need not hold an annual general meeting. The Companies Ordinance (Cap. 622) allows private companies to dispense with the AGM by sending financial statements and the auditor's report to each member and passing any required resolutions in writing.
This dispensation is automatic unless the company's articles of association specifically require a meeting. Directors may still call an AGM if they choose, and any member can demand one in writing. Public companies, however, must still hold AGMs in person or electronically. The dispensation does not remove the obligation to lay audited accounts before members each financial year.
What Is a Company Meeting Hong Kong?
A company meeting convenes members to transact business: approving financial statements, appointing directors, fixing dividends. In Hong Kong, a private company may transact all such business by written resolution instead of convening a meeting. Where a meeting is held, the general meeting provisions of Cap. 622 govern notice, quorum and procedure.
What Are the Rules for Cap. 622 AGM?
Under the Companies Ordinance (Cap. 622), the AGM is the principal forum for members to receive the directors' report, financial statements and auditor's report, and to appoint auditors for the coming year. A private company may dispense with this meeting entirely by sending the documents to members and passing resolutions in writing within the statutory timeframe.
How Does AGM Dispensing Hong Kong Work?
The company secretary or directors circulate the financial statements and auditor's report to every entitled member. Any resolution proposed at the AGM may be passed as a written resolution under section 548 of Cap. 622. The company must still prepare and lay the accounts; only the meeting itself is dispensed with.
How Are Members' Meetings Hong Kong Conducted?
Where a members' meeting is held, the company must give at least 21 days' notice for an AGM and at least 14 days for other meetings, unless the articles provide longer periods. A quorum of two members present in person or by proxy is required unless the company has a single member. Meeting minutes must be recorded and kept for at least seven years.
Sources
More on glossary.