Yes. Under Sections 610 to 614 of the Hong Kong Companies Ordinance (Cap. 622), while the general rule requires a company to hold an Annual General Meeting (AGM) within 9 months (for private and guarantee companies) or 6 months (for public companies) after the end of its Accounting Reference Period (financial year-end), private companies do NOT need to fly overseas shareholders to Hong Kong for a physical meeting:
- Single-Member Automatic Exemption (s.612(1)(b)): Any company with only one shareholder (member) is automatically exempt by law from holding an AGM.
- Written Resolution Substitution (s.612(1)(a) & s.548): A multi-member private company does not need to convene an AGM for a financial year if copies of the audited financial statements, Directors' Report, and Auditor's Report have been sent to all members, and everything required to be done at the AGM is completed via written resolution signed by all eligible members.
- Unanimous Resolution Dispensing with AGMs (s.612(2)(a) & s.613): All members of a company may pass a unanimous resolution dispensing with the holding of AGMs indefinitely (until revoked).
- Crucial Compliance Boundary: Dispensing with an AGM never exempts a company from preparing CPA-audited financial statements (s.430(3)) or delivering its annual Form NAR1 to the Companies Registry (s.662).
1. Two Timelines Every Director Must Distinguish: "Incorporation Anniversary" vs. "Accounting Reference Period"
Many directors of Hong Kong companies confuse the deadline for filing Form NAR1 (Annual Return) with the deadline for holding an AGM and completing the annual CPA audit. Under Cap. 622, these obligations are governed by two distinct calendar anchors (see also our BRC Renewal vs. Form NAR1 Annual Compliance Guide):
- Anchor 1 — Incorporation Anniversary Date: Governs the Business Registration Certificate (BRC) renewal and, for private companies limited by shares, the 42-day window to file Form NAR1 with the Companies Registry.
- Anchor 2 — Accounting Reference Period (Financial Year-End Date, e.g., 31 March or 31 December): Governs when the company's financial accounts close, when the CPA statutory audit must be completed, when the AGM must be held (or written resolutions signed), and when the Profits Tax Return (Form BIR51) is filed with the Inland Revenue Department.
| Company Category | Statutory AGM Window (After Financial Year-End) | Form NAR1 Filing Window | Must Audited Accounts Be Attached to Form NAR1? |
|---|---|---|---|
| Private Company Limited by Shares | Within 9 months after end of Accounting Reference Period (s.610(1)(a)) | Within 42 days after Incorporation Anniversary (s.662(1)–(2)) | No (Statutorily exempt under s.664) |
| Company Limited by Guarantee | Within 9 months after end of Accounting Reference Period (s.610(1)(a)) | Within 42 days after the 9-month AGM window (i.e., 9 months + 42 days after year-end) | Yes (Mandatory under s.662(3) & s.664(3)) |
| Public Company | Within 6 months after end of Accounting Reference Period (s.610(1)(b)) | Within 42 days after the 6-month AGM window (i.e., 6 months + 42 days after year-end) | Yes (Mandatory under s.662(3) & s.664(3)) |
2. How Multi-Member Private Companies Replace Physical AGMs with Written Resolutions
In cross-border corporate structures where shareholders reside in Mainland China, Singapore, Europe, or the United States, convening a physical meeting in Hong Kong is rarely practical. Under the modernised Companies Ordinance (Cap. 622), company secretaries routinely use one of two statutory mechanisms:
Mechanism A: Annual Written Resolution in Lieu of AGM (Section 612(1)(a) & Section 548)
Before the 9-month deadline after the financial year-end expires, the company secretary circulates copies of the Reporting Documents (the CPA-audited Financial Statements, Directors' Report, and Independent Auditor's Report) to every shareholder, together with a Written Resolution of All Members in Lieu of Annual General Meeting. Once signed by all voting members to receive the audited accounts, re-appoint the CPA firm as auditor, and approve any directors' remuneration or dividends, the company is relieved of holding an AGM for that financial year under Section 612(1)(a).
Mechanism B: Permanent Dispensation Resolution (Section 613)
Alternatively, under Section 613, a company may pass a resolution approved by 100% of all members dispensing with the holding of AGMs for a specific financial year or for all subsequent financial years. Note that under Section 622(1)(e), a copy of a Section 613 resolution must be delivered to the Companies Registry for registration within 15 days after it is passed, whereas a standard annual written resolution under Section 612(1)(a) is kept internally in the company's minute book.
3. Why Skipping an AGM Does NOT Exempt You from Statutory Audit or Form NAR1
A frequent misconception among first-time directors is: "Since I am the sole shareholder and exempt from holding an AGM under Section 612(1)(b), do I still need a CPA audit or Form NAR1?"
The statutory answer is an unequivocal yes:
- Duty to Send Audited Reporting Documents Within 9 Months (Cap. 622 s.430(3)): If a company is not required to hold an AGM under Section 612, its directors must still ensure that the financial statements are audited by a Hong Kong Practising CPA and that copies of the reporting documents are sent to every member within 9 months after the end of the Accounting Reference Period (unless the company has declared itself a Statutory Dormant Company via Form NDR4 under Section 5).
- Duty to Deliver Form NAR1 Within 42 Days of Anniversary (Cap. 622 s.662): For a private company limited by shares, the obligation to deliver Form NAR1 to the Companies Registry is triggered solely by the incorporation anniversary date, regardless of whether an AGM was held or whether the CPA audit for the previous financial year has been completed. Never delay filing your Form NAR1 while waiting for your accountant to finish the audit report, or you will incur escalated late fees of HK$ 870 to HK$ 3,480!
- How to Check a HK Company Annual Report: Form NAR1 vs. Audited Financial Statements vs. HKEX Filings
- How to Fill Out & File HK Annual Return (Form NAR1): Made-Up Date, Cheque Payee & e-Services Guide
- Do Unlimited, Guarantee, Non-HK (Form NN3), Dormant (NDR4) or Deregistering Companies File Form NAR1?
- How to Fix Mistakes or Rejections in HK Annual Return (Form NAR1): 6 Rejection Triggers & Rectification
- Why HK Corporate Bank Periodic KYC Reviews Require Form NAR1, Valid BRC, SCR & Audited Financial Statements
- What Is HK Company Annual Compliance? 10 Key Differences Between BRC Renewal and Form NAR1 Filing
- How to Read a HK Company Form NAR1 (Annual Return): Section-by-Section Share Capital & Equity Guide
- Overdue HK Form NAR1 Beyond 42 Days: 4-Tier Late Escalation Fees & Magistrates Court Summons Guide
4. Official Statutory References
- Hong Kong Companies Ordinance (Cap. 622), Sections 368–371 (Accounting Reference Period), Sections 429–431 (Laying and Sending of Reporting Documents), & Sections 610–614 (Annual General Meeting):Hong Kong e-Legislation (Cap. 622).
- Companies Registry Official FAQ — Accounts and Audit & Annual General Meetings:Companies Registry.