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Annual General Meeting

After successful incorporation of your Hong Kong company, you should be aware of the requirements that you’ll have to follow.

On of them is Annual General Meeting. Every Limited company in Hong Kong is required to hold a general meeting.

The New Companies Ordinance (“CO”) s. 610, 612)  says:

1.      Directors or members may appoint auditor any time before first annual general meeting.  CO s. 395(2).  For subsequent financial years, auditor to be appointed by members at annual general meeting for preceding financial year.  CO s. 396(1).  If auditor appointed by members under CO s. 396, then deemed to be reappointed.  CO s. 403.

2.      Company must hold annual general meetings within 9 months after end of applicable financial year.  CO s. 610(1).  If annual general meeting is for first accounting period and such period is longer than 12 months, then company must hold annual general meeting within 9 months after first anniversary of incorporation or 3 months after end of financial year, whichever is later.  CO s. 610(2).

3.      Company’s first financial year starts on date of incorporation and ends on date specified by directors within 18 months of such date, or on last day of month of first anniversary of company’s incorporation if directors do not so specify.  CO s. 368(2), 369(5) to (7).  Each subsequent financial year is 12 months after the end of the prior financial year.  CO s. 368(3).

                                                   ii.     COMPANY IS NOT REQUIRED TO HOLD GENERAL MEETING (See CO s. 610, 612)

1.      Directors may appoint auditor for first financial year before appointment period for next financial year (the appointment period is the 28 day period starting on the date reporting documents are sent or must be sent to company’s members under CO s. 430(3) or 612(1)(b)).  CO s. 395(3)).  For subsequent financial years, auditor to be appointed by resolution at general meeting before appointment period for next financial year (the appointment period is the 28 day period starting on the date reporting documents are sent or must be sent to company’s members under CO s. 430(3) or 612(1)(b)).  CO s. 395(3)).  CO s. 396(3).

2.      See III.b.i.3 above re CO provisions on start of each financial year of company.

                                                  iii.     Above timing applies for most private limited companies.  Different provisions apply for public limited companies, listed companies and certain holding companies and subsidiaries.  CO also contains additional provisions regarding company’s ability to change the end of its financial year and the replacement of any auditor during his/her/its appointment.

Company Secretary, Director or member appoints Certified Public Accountant.

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