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Meetings, Resolutions and Company Records

(I) Introduction

 

Meetings and Resolutions

 
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Under the new Companies Ordinance (Cap. 622) (“the new CO”), a company must hold an annual general meeting (“AGM”) in respect of each financial year of the company unless :

 
 

everything that is required to be done at the meeting is done by a written resolution and copies of the documents required to be laid or produced at the meeting are provided to each member of the company on or before the circulation date of the written resolution (section 612(1));

the company is a single member company (section 612(2)(a));

the company has dispensed with the holding of AGMs by a written resolution or a resolution at a general meeting passed by all members under section 613. The company is required to deliver a copy of the resolution to the Registrar of Companies within 15 days after it has been passed (sections 622(1)(g) and (2)); or.

the company is a dormant company (section 611).

 
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Under section 584 of the new CO, a company may hold a general meeting at two or more places using any technology that enables the members who are not together at the same place to listen, speak and vote at the meeting.

 
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Under the new CO, a company must in respect of each financial year hold its AGM by reference to its accounting reference period as follows:

 
 

in the case of a company limited by guarantee or a private company that is not a subsidiary of a public company, within 9 months after the end of its accounting reference period; and

in the case of any other company, within 6 months after the end of its accounting reference period.

(sections 610(1) and (4))

 

The accounting reference period is the period by reference to which the financial year is to be determined.

 
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New rules are introduced under the new CO for proposing and passing a written resolution. The directors or a member of a company may propose a resolution as a written resolution (section 549). The company must circulate a proposed written resolution to all members who are entitled to vote if it has received requests from members representing not less than 5% of the total voting rights or a lower percentage specified for the purpose in the company’s articles (section 552).

 
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Under the new CO, a company is required to bear the expenses of circulating members’ proposed resolutions for AGMs and members’ statements relating to the business of AGMs, provided that the required threshold for requests to circulate the proposed resolution is received by the company not later than 6 weeks before the AGM or before the time at which notice of the meeting is given; and in the case of a statement, the required threshold for requests to circulate the statement is received by the company in time to be sent with the notice of the meeting (sections 582, 615 and 616).

 
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The threshold for demanding a poll under the new CO is reduced to 5% of the total voting rights or 5 members having the right to vote at the meeting (section 591).

 

Company Records

 
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The register of directors (section 641) and the register of company secretaries (section 648) may be kept separately under the new CO. The particulars in respect of a shadow director are no longer required to be contained in the register of directors. If the company secretary is a natural person, his or her correspondence address, instead of “usual residential address”, is required to be contained in the register of company secretaries (section 650(1)(a)). The registers may be kept at the company’s registered office or a place prescribed by the Company Records (Inspection and Provision of Copies) Regulation (Cap. 622I) (sections 641(3) and 648(3)). The place prescribed by the regulation is any place in Hong Kong.

 

(II) Relevant Provisions of the new CO

 
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Provisions on resolutions and meetings: Division 1 of Part 12 (sections 547 to 624).

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Provisions relating to registers and company records: Divisions 2 and 3 of Part 12 (sections 625 to 657).

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The Company Records (Inspection and Provision of Copies) Regulation (Cap. 622I), which is a subsidiary regulation made under the new CO, provides detailed provisions concerning the arrangement for inspection and provision of copies of certain company records.

 

(III) Transitional Arrangements

 

The transitional and saving arrangements for Part 12 are set out in Schedule 11 Part 12 (sections 98 to 121) of the new CO, specifically –

 
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The transitional and saving arrangements in relation to the requirement to keep a register of directors and a register of company secretaries are provided in sections 114 and 117 of Schedule 11.

 
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The transitional and saving arrangements for existing companies in respect of keeping particulars of shadow directors and of the addresses of company secretaries who are natural persons are provided in section 116 and sections 118 to 119 of Schedule 11 respectively. Unless the registered particulars of the company secretary fall to be altered on or after the commencement date of the new CO, an existing company need not comply with the new requirement to keep, in the company’s register of company secretaries, the correspondence address of a company secretary who is a natural person until it makes up its first annual return to a date on or after the commencement date of the new CO; or (if the company fails to do so) the last date to which the company should have made up that return.

 

Frequently Asked Questions