The purpose of an Annual General Meeting (AGM) is to give company members the opportunity to ask questions, receive information and meet with the directors. Annual General Meeting is performed by various organizations and private limited company.
At the meeting, shareholders have the opportunity to raise questions about the financial positioning of the company and to pass resolutions; from appointing auditors to filling vacancies within the board.
First Annual General Meeting
Your company is required to hold the first AGM within 18 months from the date of incorporation. Thereafter, the length between one AGM and the next depends on:
- The timing of the financial year-end
Private limited companies must hold an AGM within six months. A financial year is determined by the accounting reference period. - The date of the last AGM
The next AGM must occur within 15 months or the company can face monetary penalties.
Holding an Annual General Meeting
You must give a minimum of 21 days’ notice to all shareholders prior to holding an AGM. A shorter notice can be given if it is agreed by all the members who are entitled to attend and vote at the meeting.
Your company must send, in writing, the following to all shareholders at least 14 days before the AGM:
- Details of the meeting (date, time, location)
- The agenda (What issues will be voted on and discussed)
- Each member’s right to appoint a proxy (someone appointed to attend and cite in the shareholders’ favour)
Details of the AGM may be sent to the shareholders electronically if your company’s Articles of Association allow.
Any amendments for the Articles of Association must be done carefully and lawfully.
The Companies Ordinance provides that companies with only one member are not required to hold an AGM at all.
If you have more than one shareholder, you may still avoid the need for an AGM if all shareholders sign a Resolution to Remove the Need for an Annual General Meeting – this can be a huge time-saver especially for companies with a small number of shareholders; or if shareholders are not in the same location.
Once the Shareholder’s Resolution to Remove the Need for an Annual General Meeting is passed, shareholders now have the convenience of resolving matters by written resolutions instead.
Such resolutions must be passed in writing, such as on paper or email. The format is agreed upon between you and your shareholders. If your company is incorporated in Hong Kong, you must deliver a copy of the resolution to the Registrar of Companies for registration within 15 days after its passing date.
Failure to hold an AGM or pass a Resolution to Remove the Need for an Annual General Meeting can result in penalties.
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