Q:
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What is an Annual General Meeting?
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A:
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Under the Companies Ordinance (Cap. 622) in Hong Kong, a company must hold an Annual General Meeting (“AGM”) in respect of each financial year of the company, unless under the exceptions mentioned in following Q&A.
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Q:
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Is there any restrictions for the date of holding an AGM?
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A:
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According to the provision of Companies Ordinance, companies are required to hold an AGM within the following period:
1.
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for a private company that is not a subsidiary of a public company or a company limited by guarantee, 9 months after the end of the accounting reference period;
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2.
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for any other company, 6 months after the end of the accounting reference period.
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For the first AGM, if the first end of the accounting reference period of the company over 12 months, it must be held during the following period:
1.
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for a private company or a company limited by guarantee that is not a subsidiary of a public company:
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(1) 9 months after the first anniversary of the company’s incorporation; or
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(2) 3 months after the end of that accounting reference period, whichever is the later;
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2.
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for any other company:
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(1) 6 months after the first anniversary of the company’s incorporation; or
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(2) 3 months after the end of that accounting reference period, whichever is the
later.
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Q:
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Is the company must still hold an AGM in case it only has only 1 member?
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A:
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No, in accordance with the Companies Ordinance, a company is not required to hold an AGM in the following circumstances:
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the company has only one member;
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2.
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everything that is required to be done at AGM is done by a written resolution;
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3.
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a resolution has been passed to dispense with AGM and which resolution has not been revoked; or
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4.
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a dormant company.
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Q:
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Does a company which is registered under a former Companies Ordinance may take advantage of the new Companies Ordinance that not require to hold or dispense with holding its AGM?
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A:
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The relevant sections of AGM exemptions are apply to all companies registered under new or former Companies Ordinance but not to override the provisions in a company's articles. If the company's articles provide that an AGM must be held or prohibit the dispensation with AGMs, the company would have to amend its articles so that it will not be in breach of its articles if no AGM is held.
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Q:
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What is the notice period for AGM?
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A:
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The notice period is at least 21 days for AGM unless the company’s articles require a longer period of notice. The meeting can be convened by short notice which agreed by all the members entitled to attend and vote.
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Q:
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If a company is not required to hold an AGM, when should the audited financial statements to be circulated to all member(s)?
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A:
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Even no AGM is required, the audited financial statements must still be circulated to all members within 6 months or 9 months depending type of company after the end of the accounting reference period.
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FAQ
