Does a Hong Kong private company have to hold an annual general meeting (AGM)?
Usually yes: a private company that is not a subsidiary of a public company must hold an AGM within nine months after its accounting reference period ends. But there are exemptions, including single-member companies, dormant companies, written resolutions covering all AGM business, and a unanimous decision to dispense with AGMs.
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. 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), see the next question.
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.
Audit and financial statement requirements are covered in the audit section.
Legal basis
- Companies Ordinance (Cap. 622), s.610
- Companies Ordinance (Cap. 622), s.611
- Companies Ordinance (Cap. 622), s.612
- Companies Ordinance (Cap. 622), s.613
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
- How do I issue (allot) new shares in a Hong Kong company, and what is the NSC1 deadline?Issue shares through proper board and member approvals, then file Form NSC1 (return of allotment with a statement of capital) with the Companies Registry within one month after the allotment. Late filing risks up to HK$25,000 per breach plus a HK$700 daily default fine.
- Does my company need a registered office in Hong Kong, and how do I change it?Yes. Every Hong Kong company must have a registered office in Hong Kong where communications and notices can be sent. If it changes, file Form NR1 with the Companies Registry within 15 days, otherwise the company faces up to HK$50,000 per breach plus HK$1,000 per day.
- What is the annual return (NAR1) in Hong Kong and when is it due?A private company must file Form NAR1 with the Companies Registry within 42 days after each anniversary of its incorporation. The fee is HK$105 if filed on time. It reports company and officer details, member information and business nature. It is separate from business registration renewal.
- Which changes must I report to the Companies Registry and by when?Report changes in directors or company secretaries on Form ND2A or ND2B within 15 days, a registered office change on NR1 within 15 days, and a share allotment on NSC1 within one month. The annual return is due within 42 days after each incorporation anniversary. Some changes, like share transfers, wait for the annual return.