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The Annual General Meeting (AGM) is a common question for new entrepreneurs. This article explains the legislation, requirements, procedures, and key points of AGMs to ensure sound corporate governance and full compliance.
Further reading: Hong Kong company incorporation process | Company registration documents
What is an Annual General Meeting (AGM)?
An Annual General Meeting (AGM) is an annual meeting that Hong Kong companies are required to hold in each financial year under the Companies Ordinance. Under the Companies (Amendment) Ordinance 2023, which took effect on April 28, 2023, companies must convene an AGM in each financial year, rather than on a fixed calendar date each year.
Source: Companies Registry
Why hold an AGM? Key functions of an AGM
In addition to meeting statutory requirements, the core purpose of an AGM is to enable shareholders and directors to discuss and decide on major corporate matters, including:
Appointment or removal of senior officers
1. Rotation, election, appointment, or removal of directors
2. Resignation or appointment of the company secretary or auditor
3. Election of company management
Company financial position
1. Explain the company’s audit report to shareholders
2. Review company performance
3. Report on financial position, e.g., cash flow, accounts receivable, and accounts payable
4. Distribute dividends and provide dividend payment details
Further reading: Profits tax filing guide for limited companies | Tax filing months
Resolution voting
1. Shareholders may raise questions to directors regarding operations, finances, or business prospects
2. Propose resolutions and vote
Further reading: Annual Return (NAR1)
First AGM date
The statutory deadline for the first AGM differs from subsequent AGMs. The timing of the first AGM also varies depending on the legislation under which the body corporate is formed in Hong Kong.
Companies limited by guarantee, or private companies that are not subsidiaries of public companies:
- The first AGM must be held within 9 months after the company’s first anniversary; or
- within 3 months after the end of the accounting reference period, whichever is later.
Any other company
- The first AGM must be held within 6 months after the company’s first anniversary; or
- within 3 months after the end of the accounting reference period, whichever is later.
AGM timing
After holding the first AGM, the company must follow the schedule below to convene AGMs:
Companies limited by guarantee, or private companies that are not subsidiaries of public companies
Hold the AGM within 9 months after the end of the accounting reference period
Any other company
Hold the AGM within 6 months after the end of the accounting reference period
AGM notice period
The company must give members (shareholders) at least 21 days’ notice of a general meeting. If all members entitled to attend and vote at the meeting agree, the notice period may be shortened to not less than 21 days.
In addition, if the company’s articles of association prescribe a longer notice period for an AGM, notice must be given in accordance with that longer period.
Contents of the AGM notice
The company must issue an AGM notice to all shareholders at least 21 days in advance, including the following information:
- Meeting date, venue, and time
- Agenda and process overview
- Meeting format: virtual or hybrid
- Proposed ordinary or special resolutions
Source: Hong Kong Exchanges and Clearing – Guidance on general meetings
How to convene an AGM: shareholders’ meeting process
- Issue a meeting notice to inform all shareholders of the meeting details. If the AGM is held electronically, provide the download and login instructions for the video-conferencing software;
- Hold the meeting in accordance with the contents of the notice;
- Conduct voting and polls;
- Keep the meeting minutes after completion
The company secretary’s role in an AGM
The company secretary must ensure the company follows statutory procedures and is responsible for:
- Meeting preparation and notice: set the agenda, prepare resolution documents, and issue the AGM notice to members.
- Minutes and record-keeping: ensure key matters are recorded during the meeting and kept at the company’s registered office.
- Legal compliance and review support: ensure AGM decisions and subsequent implementation comply with legal requirements.
More details: Hong Kong company secretarial services | Designated representative for the Significant Controllers Register
Is it mandatory to hold an AGM? How can you exempt the AGM requirement?
Under the 2023 Companies (Amendment) Ordinance, effective April 28, 2023, an AGM is not required in the following circumstances:
- All matters that would otherwise be dealt with at the AGM have been circulated before the meeting, and all members have signed a written resolution to that effect;
- Shareholders pass a written resolution to dispense with holding an AGM;
- The company has only one member (shareholder);
- The company has applied for and been approved as a dormant company
Digitalisation of AGMs
Under section 584 of the 2023 Companies (Amendment) Ordinance, a company may use any technology that enables members in different locations to hear, speak, and vote at a general meeting—for example, participating in an AGM via online video-conferencing software such as Zoom, Google Meet, or Teams—and may hold the meeting in two or more locations.
Companies are also permitted to hold fully virtual AGMs, where participants do not need to attend a designated physical venue, and may also adopt a hybrid format combining virtual and in-person attendance.
Key considerations for electronic AGMs
- Articles of association: confirm whether the articles allow meetings to be convened or resolutions to be passed electronically.
- Record retention: minutes or resolutions of electronic or hybrid general meetings must be kept for at least 7 years, the same as traditional paper records.
- Equal participation: ensure all members participating electronically can take part equally in discussions and voting.
Frequently Asked Questions
Within what timeframe must a Hong Kong company hold an AGM?
- Private companies (not subsidiaries of public companies) and companies limited by guarantee: must be held within 9 months after the end of the accounting reference period.
- Other companies (e.g., public companies): must be held within 6 months after the end of the accounting reference period.
- First AGM: a newly incorporated company may hold its first AGM within 18 months of incorporation, but it is generally recommended to follow the above year-end timetable to simplify compliance.
When can a company be “exempt” from holding an AGM?
- Written resolution: all matters to be dealt with at the AGM have been circulated to all members and approved by a written resolution signed by all members.
- Single-member company: the company has only one member (shareholder).
- Dormant company: the entity has applied for and been approved as a “dormant company”.
- Unanimous waiver: shareholders unanimously pass a written resolution to dispense with holding the AGM for that year.
How far in advance must shareholders be notified of an AGM?
- Standard notice period: issue notice at least 21 days in advance.
- Shorter notice: ifall members entitled to attend and vote agree, the notice period may be shortened to less than 21 days.
- Notice contents: must include the meeting date, time, venue (or electronic access details), agenda, and details of the proposed resolutions.
After the 2023 legislative amendments, can “electronic” or “virtual” general meetings be held?
- Fully virtual meetings: permitted to be held entirely by electronic means (e.g., Zoom, Google Meet, Teams), with participants not required to attend a physical venue.
- Hybrid format: combines an in-person meeting with online participation.
- Key points: the company should first confirm whether its Articles of Association allow electronic meetings, and ensure the technology enables all members to hear, speak, and vote on an equal basis.
What are the company secretary’s duties in an AGM?
- Meeting preparation: set the agenda, prepare resolution documents, and issue meeting notices.
- Procedural compliance: ensure the meeting procedures comply with the Companies Ordinance and the company’s articles of association.
- Minutes and record-keeping: record the meeting proceedings (minutes) and properly retain them for at least 7 years.
- Communication support: facilitate communication between the board and shareholders and handle voting procedures.
Conclusion
An Annual General Meeting (AGM) is an important part of a Hong Kong company’s compliance with the Companies Ordinance. Beyond meeting regulatory requirements, it serves as a communication bridge among shareholders, senior management, and directors. Directors can explain the company’s performance, outlook, and strategy at the meeting, while shareholders can raise questions to deepen their understanding of the company’s finances and operations.
Further Reading:
