How do written resolutions work in Hong Kong, and how can we dispense with holding AGMs?
Directors or a member can propose a written resolution; members then have 28 days to agree unless the articles say otherwise. If all members agree to dispense with AGMs by written resolution, the resolution must be delivered to the Companies Registry within 15 days.
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.
Legal basis
- Companies Ordinance (Cap. 622), s.548
- Companies Ordinance (Cap. 622), s.549
- Companies Ordinance (Cap. 622), s.556
- Companies Ordinance (Cap. 622), s.558
- Companies Ordinance (Cap. 622), s.559
- Companies Ordinance (Cap. 622), s.612
- Companies Ordinance (Cap. 622), s.613
- Companies Ordinance (Cap. 622), s.618
- Companies Ordinance (Cap. 622), s.622
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
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- 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.
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