Essentially, an annual general meeting (“AGM”) is a meeting held by the company once a year to update its members on its financial performance and allow members to engage in management. In general, AGM is a statutory requirement under the Companies Ordinance (Cap. 622). What is an AGM? An AGM generally has the following functions: To keep the members posted on the company’s finances and performance;To elect the managing body of the company; and To provide a platform for the members to ask questions. For instance, the appointment of directors/company secretaries, declaring dividends to shareholders, and voting on resolutions are examples of some of the matters discussed in the AGM. When should you hold an AGM? Under the new Companies Ordinance, a company must hold an AGM in respect of each financial year of the company, rather than in each calendar year. The time limit for a private company (not a subsidiary of a public company) or company limited by guarantee to hold an AGM is 9 months after the end of its financial year. In case of any other company, the time limit is 6 months after the end of its financial year. If it is the first AGM, the time limit is nine months after the first anniversary of the company’s incorporation or three months after the end of the first accounting reference period. Exceptions: Despite the necessity of holding an AGM stated in the Companies Ordinance (Cap. 622) and the model Articles, there are situations where an AGM is not required, they are as follow: When the company has only one member;If everything to be done at the meeting is revolved by written resolution and copies of the documents that had to be shared in the meeting are provided to the members of the company before the circulation date of the written resolution; If there is unanimous consent of members that the AGM can be dispensed with; orWhen the company is dormant. Notice of AGM A 21-day written notice is required when calling

A board resolution is a formal written document that records the decisions taken by the board of directors in a meeting. Board minutes are a list of actions and discussions that took place in a board meeting. If a board resolution is passed in a meeting, then the minutes will record the discussion and that the resolution is passed. Hence, the minutes of that meeting will contain the board resolution. Board resolutions Board resolution is a legal record of the decisions taken by the board members. The following matters would generally require a board resolution: The appointment of managing director and company secretary;Opening of company bank accounts; andThe preparation of summary financial reports. Click on the link for a template of board resolution. In addition, a board resolution may act as a compliance document to external bodies when the company has to provide proof of the decisions made by the shareholders/directors of the company. For example, a bank would require a board resolution when opening a company bank account. This is to verify the Board’s decision to open an account. Board minutes On the other hand, a board minute is a document that lists out all matters discussed in a meeting. For example, if a decision is made and a resolution is passed, the minutes will contain the resolution details. If multiple resolutions are passed then the minutes will include details of all the resolutions. Generally, it also includes the date, time, venue and quorum. The company secretary would normally be responsible for preparing the minutes. Click on the link for a template of board minutes. Key takeaway Board resolution and board minutes are an important part of a board meeting.A board resolution is a record of the decision taken by the board members.A board minutes is a written document describing all actions and decisions taken in a board meeting, including discussing and passing of any resolutions.

Put simply, there is no requirement as to board meetings to be convened or at any particular intervals unless required by the shareholder’s agreement or the articles of association. It is advisable to hold a board meeting whenever a significant matter needs to be approved/discussed. The director(s) must give reasonable notice to the rest of the board in the manner as prescribed by the Articles of Association. In general, the notice has to contain the time and place of the proposed meeting. Click here to see a template of notice of board meeting that you may tailor according to your requirements. Can companies hold virtual board meetings? With the outbreak of COVID-19, it is rather difficult to hold any physical board meetings without putting everyone’s health at risk. For a private company limited by shares, the Articles of Association will determine whether the board meeting can be held virtually. If it is explicitly provided in the Articles that a board meeting must be held physically, you will have to amend your articles to allow virtual meetings. A company incorporated after 2014 that adopted the model Articles, non-face-to-face meetings for directors are allowed. However, companies incorporated before 2014 and using the old articles might have to amend the articles to allow a virtual meeting. Bear in mind that the quorum and procedural requirements must be met even if you are holding a virtual meeting. Key takeaway Holding a board meeting at regular intervals is not mandatoryYou can hold virtual board meetings as long as it is permitted under the Articles