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How often should an annual general meeting be held? How long is the notice period?

How long does it take to hold an annual general meeting after a company is successfully incorporated in Hong Kong? What is the notice period for convening an annual general meeting under the Companies Ordinance? This article will summarize the above issues and make it easier for shareholders to participate in management.

Why hold an annual general meeting?

The main function of the annual general meeting is to help the company make important decisions, and may review relevant accounts and discuss details of dividend payments, etc. The annual general meeting has the following functions:

• Appointment of directors, company secretary;

• Election of the company’s governing body;

• Keep shareholders informed about the company’s financials and performance;

• declare dividends to shareholders;

• Provide a platform for shareholders to ask questions;

• Voting on resolutions.

How often will the annual general meeting be held?

According to Article 111 of the Companies Ordinance (Chapter 32), a company limited by shares incorporated in Hong Kong must hold its first annual general meeting within 18 months of its incorporation and hold its first annual general meeting every year thereafter. General Meeting of Shareholders. It is important to note that the above-mentioned intervals for holding AGMs are calculated in financial years, not calendar years.

A company is required to hold an annual general meeting for each financial year within the following periods:

• in the case of a private company limited by guarantee or a non-affiliated public company, to hold an annual general meeting within 9 months after the end of the accounting reference period; and

• In the case of any other company, an annual general meeting must be held within 6 months after the end of the accounting reference period.

If the accounting reference period is the company’s first accounting reference period and the reference period exceeds 12 months, the company must hold an annual general meeting within the following periods:

• In the case of a company limited by guarantee or a private company that is not an affiliated public company:

• hold an annual general meeting within 9 months after the first anniversary of the company’s incorporation; or

  •  hold an annual general meeting within 3 months of the end of the accounting reference period, whichever is the later; and

• In the case of any other company:

• hold an annual general meeting within 6 months after the first anniversary of the company’s incorporation; or

• To hold an annual general meeting within 3 months of the end of the accounting reference period, whichever is the latter.

Except for the required Annual General Meeting (AGM), any general meeting of shareholders other than the Annual General Meeting is generally referred to as an Extraordinary General Meeting (EGM).

In addition to complying with the above-mentioned regulations, listed companies are also required to hold an annual general meeting in accordance with the Hong Kong Listing Rules.

The notice period for AGM?

If an annual general meeting is to be held, a notice to stakeholders is generally required at least 21 days in advance. However, the notice period may be shortened to at least 21 days as long as all the members entitled to attend the general meeting unanimously agree; if the meeting is not an annual general meeting, the notice period may be as short as 14 days (for a limited company), or 7 days as long as 95% of the members agree Day (Unlimited Company).

In the notification, the following needs to be listed:

• the date, time, and place of the meeting;

• a brief overview of the matters to be discussed;

• the resolution to be adopted; and

• The meeting is an annual general meeting.

The above information is for reference only. If you have any questions about tax declaration and accounting, we welcome your inquiries.

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