Must a Hong Kong Private Company Hold an AGM?

Timing A private company that is not a subsidiary of a public company must hold each AGM within 9 months after the end of its accounting reference period (financial year). For a long first accounting period (over 12 months), the deadline is the later of 9 months after the first anniversary of incorporation or 3 months after that period ends.

When no AGM is needed

• All the business of the AGM is dealt with by written resolution and the required documents are sent to every member (s.612(1)).
• The company has only one member (s.612(2)(a)).
• The company is dormant (s.611).
• All members agree to dispense with AGMs (s.613), by written resolution.

What the AGM normally does Members receive the financial statements and, where applicable, the directors' report and auditor's report, and deal with matters such as appointing the auditor and re-electing directors.

Records Minutes and records of resolutions and meetings must be kept for at least 10 years.

Do not confuse with the annual return The AGM and the annual return are separate: the AGM is tied to the accounting period, the annual return to the incorporation anniversary.