Holding Annual General Meetings (AGM) In Hong Kong

The annual general meeting (AGM) is an important event for the shareholders of a company. At the AGM, shareholders have an opportunity to meet with the directors and management of the company, and to vote on important issues. In Hong Kong, there are specific steps that must be followed to hold an AGM.

What is an annual general meeting?

An annual general meeting, or AGM, is a yearly meeting of the shareholders or members of a company. This is where important decisions are made about the company and its future. The annual general meeting is also a chance for shareholders and members to meet the company’s directors and ask them questions.

What are the purposes of the Hong Kong annual general meeting?

The annual general meeting in Hong Kong is held to discuss important matters about the company. This includes:

• Approving the company’s financial report
• Electing directors
• Discussing any changes to the company’s Articles of Association
• Ratifying any acts or transactions that may have been illegal
• Hearing reports from the company’s auditors
• Any other business that may be brought before the meeting

The end of a company’s accounting reference period is when an AGM occurs. The case is 9 months for a company limited by guarantee, and 6 months for non-subsidiary private companies. Requisites for the meeting to take place include documentation like financial statements, auditor reports, etc.

What are the requirements for holding an annual general meeting in Hong Kong?

The annual general meeting in Hong Kong is a requirement for all companies incorporated in Hong Kong. The meeting must be held within six months of the company’s financial year-end, and shareholders must be given at least 21 days’ notice.

At the annual general meeting, shareholders have the opportunity to vote on important matters such as the appointment of directors and the approval of financial statements. They can also raise questions about the company’s operations and future plans.

The annual general meeting is a key opportunity for shareholders to exercise their rights and oversight of the company. It’s also a chance for them to meet with directors and management to discuss its performance and prospects.

The notice of the annual general meeting must include the following information:

• The name of the company
• The place where the meeting will be held
• The date, time, and purpose of the meeting
• A list of items to be considered at the meeting
• Any proposed resolutions
• The names of directors and their contact details
• The name of the company secretary and their contact details
• The maximum amount of time that shareholders will be given to ask questions
• Any other relevant information

Important Note

The notice must be sent to all shareholders at least 21 days before the date of the meeting. Copies must also be sent to the company secretary, the directors, and the regulator.

At least one director and one company secretary must be present at the annual general meeting in Hong Kong. In addition, at least five shareholders must be present to form a quorum.

If the requisite number of shareholders is not present, the meeting may be adjourned to a later date.

Annual general meeting exemption cases in Hong Kong

There are several annual general meeting exemption cases in Hong Kong. These include:

• Companies with less than three shareholders
• Companies that have been dormant for more than two years
• Companies that have no assets or liabilities
• Companies that have voluntarily wound up

If your company falls within one of these categories, you may be exempt from holding an annual general meeting. However, you must still comply with all other requirements of the law.

You can appoint a representative to act on your behalf if you can’t attend the annual general meeting. This representative must be a shareholder or director of the company. You can also vote by proxy, but you must use a form prescribed by the law.

Alternatively, you can send a written notice to the company secretary about your absence. This notice must include your reasons for not being able to attend and the name of your representative if any.

The annual general meeting is an important opportunity for shareholders to exercise their rights and oversight of the company. It’s also a chance for them to meet with directors and management to discuss its performance and prospects.

If you’re unable to attend, make sure you appoint a representative or vote by proxy.

Dispensation of the annual general meeting in Hong Kong

The annual general meeting may be dispensed with if all the shareholders agree in writing. This agreement must be signed by all the shareholders, including those who are not present at the meeting. The shareholders must also approve the financial statements and appoint the directors without holding a meeting.

The annual general meeting may also be dispensed with if it’s not practical to hold the meeting. This can happen if, for example, the shareholders are dispersed over a wide area and it’s not possible to get them all together at the same time.

The company must apply to the court for dispensation and the court will make a decision based on the circumstances of each case.

Steps to hold an annual general meeting in Hong Kong

Step 1: Convene and hold a board meeting

The first step in holding an annual general meeting is convening a board meeting; the board of directors must meet to set the date and agenda for the annual general meeting.

Step 2: Give notice of the annual general meeting

Once the date and agenda for the annual general meeting are set, notice must be given to all shareholders containing the date, time, and place of the annual general meeting, as well as the items on the agenda.

Step 3: Hold the annual general meeting

The annual general meeting must be held at the place and time specified in the notice and must be open to all shareholders, and they must have an opportunity to speak and vote on the items on the agenda.

Step 4: Record the minutes of the annual general meeting

The annual general meeting minutes must be recorded and filed with the corporate secretary and include a record of all actions taken by shareholders at the annual general meeting.

Annual Compliance Requirements

Besides holding Annual General Meetings, there are other Annual Compliance Requirements that your business must adhere to, such as:

• Business renewal
• Record-keeping
• Audit financial statements
• Annual return and tax filing

For more detailed information, you can refer to our ComplyMate guide.

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Conclusion

The annual general meeting in Hong Kong is an important event that allows shareholders to discuss the company’s performance and plans. It is a chance for shareholders to ask questions of the directors and management, and to raise any concerns they may have.

The annual general meeting also provides an opportunity for shareholders to vote on matters such as the appointment of directors and the approval of financial statements.

Should you have any questions about Annual General Meetings in Hong Kong or business services in general, don’t hesitate to consult with our team via service@bbcincorp.com for further assistance!