Notice of Meeting

A Notice of Meeting in Hong Kong is an official communication issued by a company to inform its members (shareholders or directors) of the date, time, venue, and purpose of an upcoming meeting. These meetings may include annual general meetings (AGMs), extraordinary general meetings (EGMs), or board meetings.
The notice serves both a legal and practical function: it ensures compliance with Hong Kong’s Companies Ordinance (Cap. 622) and allows recipients to make informed decisions or participate in company governance. It is a mandatory document for all companies incorporated in Hong Kong.

A well-structured Notice of Meeting in Hong Kong should include the following clauses to comply with corporate regulations and provide clarity to all parties involved:

These clauses ensure legal validity and provide stakeholders with the essential details needed to participate effectively in corporate decision-making.

According to the Hong Kong Companies Ordinance, the standard notice period is:

“Clear days” exclude the day the notice is sent and the day of the meeting itself.

For board meetings, shorter notice periods may apply if agreed by all directors. It is critical that the company’s articles of association are reviewed for any variations.

In Hong Kong, the responsibility for issuing a Notice of Meeting generally lies with either the board of directors or the company secretary, depending on the type of meeting being held.
For shareholder meetings such as Annual General Meetings (AGMs) or Extraordinary General Meetings (EGMs) the board of directors is typically in charge of authorizing and signing the notice. This ensures that the meeting is formally convened under the company’s governing authority.
In the case of board meetings, the company secretary usually handles the organization and dispatch of the notice to all directors. This includes setting the meeting agenda, confirming logistics, and ensuring compliance with statutory notice periods.
Regardless of who issues the notice, accurate documentation and timely delivery are essential to ensure the validity of the meeting and any resolutions passed during it. Need to authorize someone to represent a shareholder or director? Download the Power of Attorney to ensure legal delegation of authority is valid under Hong Kong law.

Under the Companies Ordinance (Cap. 622), a valid Notice of Meeting in Hong Kong must:

Failure to comply with any of these requirements could render the meeting and its resolutions invalid.

Yes, under Hong Kong law, a Notice of Meeting can be sent electronically, provided certain conditions are met. The Companies Registry confirms that electronic delivery is valid only if the recipient has given prior consent to receive such notices in digital format.
To ensure legal compliance, the electronic notice must be clearly legible, include all required information such as the date, time, venue, and agenda, and be sent to the email address or electronic contact specifically designated by the recipient. In addition, it must adhere to the same statutory timing requirements as a physical notice.
Companies are strongly advised to maintain accurate records of electronic delivery including timestamps and confirmation of receipt to safeguard against any future disputes regarding the validity of the meeting notification.

If a Notice of Meeting is improperly issued whether due to missing content, insufficient notice, or incorrect delivery the entire meeting may be declared invalid. Any resolutions passed could be legally challenged and set aside by a Hong Kong court. Improper notices can also lead to:

To avoid these outcomes, companies should strictly follow all procedural and legal requirements.

Yes, including a detailed agenda is both a legal requirement and a best practice for all corporate meetings in Hong Kong. The agenda must outline all items to be discussed and any resolutions to be proposed. An effective agenda allows shareholders to:

While not explicitly required by Hong Kong law, including voting instructions in a Notice of Meeting is strongly recommended particularly for shareholder meetings. Clear guidance empowers shareholders to participate fully, even if they cannot attend in person.
Voting instructions should explain how shareholders can appoint a proxy, submit their votes by post, electronically, or in person, and how to request a poll on specific resolutions if needed.
Providing this information promotes transparency and fairness, ensuring that all shareholders regardless of location or availability have equal opportunity to engage in the company’s decision-making process. Completing a share transfer or investment round? Download the Share Purchase Agreement to legally secure the terms of the transaction under Hong Kong law.

For companies operating in Hong Kong, sending a valid and compliant Notice of Meeting is crucial to uphold corporate governance and protect shareholder rights. The notice not only fulfills legal obligations under the Companies Ordinance (Cap. 622) but also ensures that decisions made during meetings are enforceable. If you need help drafting or issuing a compliant Notice of Meeting, Themis Partner provides legally sound templates and legal services tailored  to Hong Kong companies. Download your Notice of Meeting Letter today to ensure that your company complies with legal standards and facilitates effective corporate decision-making.