Templegate Limited
Integrity & Credibility
(Trust  or Company Service Provider - Licence no. TC002809)
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Obligations of Hong Kong company

Key points
Must offer shares to existing shareholders.

 Must appoint an auditor before AGM to audit accounts of company.

Auditor must be Hong Kong's practicing CPA.

Meetings must be called and resolved for any changes of its constitution or Management.

Any amendment must be notify to register by prescribed forms.

Special resolutions required voting 75% votes.

Ordinary resolutions required 50% majority

Records of minutes of meetings must be kept at register office

Annual return must be filed

Annual tax return must be filed

The formalities of a limited company are greater than those of a partnershipand failure to follow the formalities leads to criminal sanctions. Limitedcompanies are bound, to compile accounts and to have their accounts audited,hold annual general meeting (AGM) record and maintain minutes in the register,file annual return and file tax return and pay business register fee each year.


The restriction on the right to transfer shares may required that any memberwho wishes to sell his shares must first offer them for sale to existingmembers of the company. Such restrictions ensure that new members are approvedby those who remain and the directors have an absolute discretion to refuse toregister a transfer of shares without existing members approval.

Appointment of auditor

If a company got any transaction ofbusiness dealings then it must appoint an Auditor. The accounts must be auditand file with tax authorities. Director will appoint an auditor by passing aresolution, as an external check on the company’s account before the Annual General Meeting (AGM). The appointed auditor must be qualified under theProfessional Accountant Ordinance, must be a Hong Kong practicing CPA. Theauditor reports to the members of the company. If a company doesn’t have anybusiness then it does not need to appoint any auditor.

Meetingsof directors

Meetings of directors are mostly governed by the Articles of the company.Meetings can be called by any director and business will be agreed on by thepassing of resolutions. Minutes of directors’ meeting are kept in thecompany register at the company’s registered office.

Extraordinary General Meeting (EGM)

Directors may call an EGM at any time they think fit.Whenever a decision that requires the sanction of the members are requiredunder the Hong Kong company law or the company’s constitution then an EGM willbe called. Shareholders. Auditors, liquidators the Official Receiver or thecourt may also request and EGM. 

Meetingsof Shareholder

This isthe members’ opportunity to question the directors, especially on issuesrelating to or arising from the management of the company’s business.

AnnualGeneral Meeting (AGM) (A sole member company may elect not to hold AGM)

The business usually conductedwhen a meeting is held such as accounts and reports of directorsand auditors presented and considered:

  • Appointmentand remuneration of auditors
  •  Declarationof dividends
  • Theappointment of directors.

Resolutions at meetings

Whether an EGM or AGM, members will agree to certain things presented bypassing a resolution. Resolutions are of two types:
  • Special resolution: The special resolution requiring 21 day’s notice and 75 percent majority of members present at the meetings or by proxy.
  • Ordinary resolution: The ordinary requiring 14 days’ notice and a simple majority of 50 percent.

Minutes of meetings

A record of minutes and resolutions must be kept and placed in the company’sregister. These minutes are available for free inspection by all members andkept at registered office of the company.


A completed annual return must be filed with the registerwithin 42 days of its anniversary of the date of the company's incorporation. Late submission of annualreturn or failure to submit an annual return subject to criminal sanctions.

Tax return

A company must complete tax return form which will be sent by Inland RevenueDepartment regardless to whether a company does or doesn’t conduct anybusiness. Tax return has to be filed in time to avoid penalties.

Life ofCompany

A company has perpetual succession, it will continue to exist despite a changeof owners or death of all owners and not be affected by the bankruptcy of itsmembers.

Company's end

The company may come to an end by de-registration or liquidation.

We provide company incorporation service, post-incorporation services. 

If you have any further question, please don't hesitate tocontact us.
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