For Hong Kong private limited company, we are focusing on filing of Annual Return (NAR1) and renewal of Business Registration Certificate (BR), while often overlooked the importance to maintain good records in relation to Annual General Meeting (AGM).
Missing AGM is an offence and might be prosecuted by Companies Registry
Although no mandatory filing requirement on relevant documents of Annual General Meeting, this is an offence under Companies Ordinance and there were actual prosecution cased being announced previously and therefore, such should be handled properly.
Then, many of my clients would like to know on how to arrange AGM, whether official meeting is required and how to record it down? Can they use video / phone conference instead of actual face-to-face meeting? I am the only member (shareholder) of the company, how can I arrange a meeting of my own? And tones of other questions, where we already summarized the answers for you.
What to discuss during Annual General Meeting?
Normally, the day-to-day business affairs of the Company should be determined by the Board of Directors and resolved by Directors’ meeting or Director’s resolutions. Therefore, members (Shareholders) of the Company are required to meet once per annum only to discuss and approve below matters in general:
Appointment, re-appointment or retirement of Director(s);
Appointment, re-appointment or retirement of Auditors;
Review and approval of latest Audited Report;
Pre-approval of certain mandate to allow certain rights for the Board of Directors to proceed certain job, for example Share Allotment;
Any other business affairs to be determined and approved by the Shareholders under Companies Ordinance / Articles of Association
Any other ad hoc matters shall be approved by Members’ resolutions or special meeting called by the Board of Directors where determined to be necessary.
How to arrange Annual General Meeting (AGM)
For annual general meeting, notice with proposed resolutions for the AGM are required to be circulating among members before the date of AGM, further that proxy form, minutes taking, adjournments (upon adverse weather on AGM date) and poll voting arrangement shall be prepared in advance. Such cumbersome requirement mainly is because the legal framework on AGM arrangement is the same for that of public listed company and private limited company.
Therefore, there are certain relaxation arrangements under current provision of Companies Ordinance
Relaxation arrangements of AGM under Companies Ordinance
Single member company automatically waived the requirement on holding AGM. Yet, CatcherBiz will arrange resolution to approve the audited report as part of the accounting record to fulfill some auditors’ request
A Company can dispense with the holding of AGMs by a written resolution passed by all members
Even you don’t want to dispense all thereafter AGMs, you can deemed to be completed with the AGM requirements by passing written resolution instead, where this is the arrangement by CatcherBiz for all clients to ease the burden
Yes, technology means of meeting is acceptable for conducting AGM as soon as Articles of Association has such provision, where CatcherBiz can arrange such service for our clients
To summarize with, for Hong Kong private limited company, we can comply the legal requirement by means of written resolutions passed by all members, which is the minimal arrangement that we recommend all clients to observe.
Any additional information you would like to know, please feel free to drop us an email:-catcherbiz@outlook.com. In addition, we dig out below materials in case you need a little more insights.
FAQ – Companies Registry – Meetings and Resolutions
Highlights of Key Changes – Meetings and Resolutions