The answer first
A Hong Kong company must hold an annual general meeting (AGM) for each financial year unless it is exempt. For a private company, the AGM must be held within 9 months after the end of its accounting reference period. Private companies can often avoid a physical meeting by passing written resolutions or by dispensing with AGMs altogether.
Even without an AGM, the financial statements must still be prepared, audited and sent to members within the time limits.
At a glance (private company)
- Deadline
- Within 9 months after the end of the accounting reference period
- Notice
- At least 21 days, unless all members agree to shorter notice
- Alternatives
- Written resolutions, or a dispensation agreed by all members
- Still required
- Audited financial statements sent to members
Timing and notice
| Item | Private company |
|---|---|
| When | Within 9 months after the end of the accounting reference period |
| Notice of AGM | At least 21 days, unless all members entitled to attend and vote agree to shorter notice |
| Business | Financial statements and reports; reappointment of auditor; other annual business |
| Method | In person, or at more than one location using technology, as the articles allow |
Ways to avoid a physical meeting
| Option | How it works |
|---|---|
| Written resolutions | Everything that would be done at the AGM is done by written resolution instead, within the time limit |
| Dispensation | Members pass a resolution, requiring the agreement of all members, to dispense with AGMs; it can be revoked later |
| Single-member companies | Special rules apply; ask us how they affect your company |
Key takeawayDispensing with the AGM does not remove the need for audited financial statements. They must still be sent to every member within the period allowed.
Typical AGM business
- Receive and consider the audited financial statements and the directors' and auditor's reports.
- Reappoint the auditor and authorise the directors to fix the auditor's remuneration.
- Re-elect directors if the articles require rotation.
- Declare a final dividend if recommended by the directors.
Please confirmPenalties for failing to hold an AGM, and any exemptions that apply to your company, depend on the company's circumstances and articles. We confirm the position for each client.
Self-check: where do you stand?
| Question | If the answer is no |
|---|---|
| Do you know your accounting reference period end date? | Confirm it from your records |
| Is the audit timed to finish before the AGM deadline? | Plan backwards from the 9-month deadline |
| Has the company dispensed with AGMs? | Consider a dispensation resolution if all members agree |
| Are financial statements sent to members each year? | Send them within the time allowed |
| Is the auditor reappointed each year? | Include it in the annual resolutions |
How DBMS Global can help
- Preparing AGM notices, agendas, minutes or written resolutions.
- Dispensation resolutions.
- Planning the audit and AGM timetable together.
In summary
- Private companies: AGM within 9 months after year end.
- Written resolutions or dispensation can replace the meeting.
- Accounts must still be audited and sent to members.
Official references
- Companies Ordinance (Cap. 622), sections 610 to 613
- Companies Registry: key changes under the Companies Ordinance, www.cr.gov.hk