Written Resolutions in Hong Kong and How to Dispense With AGMs

Written resolutions

• A written resolution can be proposed by the directors or by a member.
• A written resolution passes only when all eligible members have agreed to it. They normally have 28 days to do so, unless the articles set a different period.
• Once passed, the company must notify every member and the auditor within 15 days.
• It can replace a physical meeting for most decisions, which is convenient for small, closely held companies.

Dispensing with AGMs (s.613)

• A company can dispense with AGMs if all members agree, by written resolution or at a general meeting.
• Deliver the resolution to the Registrar within 15 days after it is passed.
• The dispensation applies to the relevant year and later years. The company must still send financial statements to members.
• Any member can later ask the company to hold an AGM for a particular year, and the company can revoke the dispensation by ordinary resolution.

Other routes A single-member company needs no AGM, and a dormant company is exempt. An AGM is also not needed where all its business is covered by a written resolution and the documents are circulated.

Keep records Retain resolutions for at least 10 years (section 618). A director cannot be removed before the end of their term by written resolution.

Dispensing with an AGM does not remove the duty to prepare financial statements or, unless exempt, to have them audited.