Notice for general meeting

Exemption from holding AGM

Circumstances under which an AGM is not required

 

Annual General Meeting

 

Section 610 provides that (1) subject to subsections (2) and (3), a company must, in respect of each financial year of the company, hold a general meeting as its annual general meeting within the following period (in addition to any other meetings held during the period)—

(a) in the case of a private company or a company limited by guarantee, 

9 months after the end of its accounting reference period by reference to which the financial year is to be determined; and 

(b) in the case of any other company,

6 months after the end of its accounting reference period by reference to which the financial year is to be determined.

 

 

 

 

 

 

 

(2) If the accounting reference period mentioned in subsection (1) is the first accounting reference period of the company and is longer than 12 months, the company must hold a general meeting as its annual general meeting within the following period—

(a)in the case of a private company or a company limited by guarantee, 

(i) 9 months after the anniversary of the company’s incorporation; or
(ii) 3 months after the end of that accounting reference period, whichever is the later; and

(b) in the case of any other company, 

(i) 6 months after the anniversary of the company's incorporation; or 

(ii) 3 months after the end of that accounting reference period, whichever is the later.

 

 

 

 

 

 

 

 

 

 

(3) If a company has by a directors’ resolution under section 371 or a notice delivered to the Registrar under that section, shortened an accounting reference period, the company must hold a general meeting as its annual general meeting within the following period—

(a) in the case of a private company or a company limited by guarantee, 

(i) 9 months after the end of the shortened accounting reference period; or

(ii) 3 months after the date of the directors’ resolution,

whichever is the later; and

(b) in the case of any other company, 

(i) 6 months after the end of the shortened accounting reference period; or
(ii) 3 months after the date of the directors’ resolution,

whichever is the later.

 

 

 

 

 

 

 

 

 

 

 

 

(4) A private company mentioned in subsections (1), (2) and (3) does not include a private company that is, at any time during the financial year, a subsidiary of a public company.

 

Non-compliance

If a company contravenes subsection (1), (2), or (3) as mentioned above, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5. 

As per Criminal Procedure Ordinance, a fine at level 5 amounts to HK$50,000.

 


 

Notice for General Meeting 

 

Notice required of general meetings (Sections 571 and 578)

 

(1) A company is required to give at least 21 days' notice for the annual general meeting. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given.

 

 

Type of general meetings and matters

Notice period

1.

Annual general meeting

21 days

2.

General meeting

14 days

3.

Resolutions requiring special notice

28 days (S578)

 

(2) If the company’s articles require a longer period of notice than that specified in subsection (1), a general meeting of a company (other than an adjourned meeting) must be called by notice of that longer period.
 

(3) A general meeting of a company is to be regarded, despite the fact that it is called by shorter notice than that specified in subsection (1) or in the company’s articles, as having been duly called if it is so agreed—

(a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
(b) in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.

 

Notice to the auditor

 

Section 575 of the Companies Ordinance provides that, if the Company is reuqired to give the notice of general meeting or documents relating to the general meeting to the members, it must give the same to the auditor. If that notice requirement is not followed, the company and each responsible persion commits an offence, and each is liable to a fine at level 3 (HK$10,000).

 


 

Contents of Notice of General Meetings (Section 576)

 

(1) A company must ensure that the notice 

(a) specifies the date and time of the meeting;
(b) specifies the place of the meeting;
(c) states the general nature of the business to be dealt with at the meeting;
(d) in the case of a notice calling an annual general meeting, states that the meeting is an annual general meeting; and
(e) if a resolution is intended to be moved at the meeting—

(i) includes notice of the resolution; and
(ii) (where the company is not a wholly owned subsidiary) includes a statement containing the information and explanation, if any, that is reasonably necessary to indicate the purpose of the resolution.

(2) Subsection (1)(a), (b) and (c) has effect subject to any provision of the company's articles of association. 

 

(3) Subsection (1)(e) does not apply in relation to a resolution of which—

(a) notice has been included in the notice of meeting under section 567(3) or 568(2); or
(b) notice has been given under section 615.

 

Non-compliance

(4) If a company contravenes (1)(e), the company, and every responsible person commit an offence, and each is liable to a fine at level 3 (HK$10,000).

 


 

Exemption from Holding the Anuual General Meeting

 

Section 611 provides that

(1) Section 610 does not apply to a company that is a dormant company, as defined under section 5(1).
(2) If such a company enters into an accounting transaction, the exemption ceases to have effect on and after the date of the accounting transaction.

 


 

Circumstances in which company is not required to hold annual general meeting

 

Section 612 provides for the circumstances in which the company is not required to hold annual general meeting. 

(1) A company is not required to hold an annual general meeting if—

(a) everything that is required or intended to be done at the meeting (by resolution or otherwise) is done by a written resolution; and

(b) a copy of each document (i.e. the financial statement) that under this Ordinance would otherwise be required to be laid before the company at the meeting, is provided to each member, on or before the circulation date of the written resolution.

(2) A company is also not required to hold an annual general meeting if—

(a) the company has only one member; or
(b) all of the following are satisfied—

(i) the company has, with a resolution passed by all members, dispensed with the holding of the annual general meeting;
(ii) the company has not revoked the resolution, or the company has revoked the resolution but is not required to hold an annual general meeting (because the resolution ceases to have effect 9 months after the end of a financial year); and
(iii) no member of the company has required the holding of the annual general meeting.

 

[Comment: It is noted that sub-section 2 is a new provision in comparison with the predecessor ordinance.]