Publication and laying of financial statements and reports — flowchart
Directors have prepared the
company’s financial
statements and reports for
the financial year (Companies
Ordinance, Cap 622 (CO), ss
379, 388)
Does the company wish
to circulate a full set of
the reporting
documents?
Yes
Is an annual
general meeting
(AGM) required?
(CO, s 610)
The company and the
directors must meet any
obligation to publish and lay
the reporting documents
(CO, ss 429, 430)
No
Yes
Members with
such notice
Do the company’s articles
prohibit the sending of
summary financial reports?
(CO, s 446)
No
Any notice from
members validly
requesting a full set
of the reporting
documents?
(CO, ss 442-444)
Members without
such notice
Is an annual
general meeting
(AGM)
required?
(CO, s 610)
No
Is AGM not required by
virtue of CO, s 612(1) or
(2)?
Yes
Yes
The company must send
copies of the reporting
documents to members at
least 21 days prior to AGM.
Directors must then lay a
copy before AGM (CO, ss
429(1), 430(1))
If CO, s 612(2) applies
If CO, s 612(1) applies
No
If, by virtue of CO, s 612,
an AGM is not required,
the company must send
copies of the reporting
documents to members
within a certain period
(CO, ss 430(3), 612(1)(b))
The company may send
copies of the summary
financial report to
members at least 21 days
prior to AGM. Directors
must then lay a copy of
the full reporting
documents before AGM
(CO, ss 429(1), 432(3),
441)
The company may send
copies of the summary
financial report to
members within a certain
period (CO, ss 430(3),
432(3), 441)
The company must send
copies of the full reporting
documents to members on
or before the circulation
date of the relevant written
resolution (CO, s 612(1)(b))
This Practice Note, in the form of a flowchart, illustrates the general requirements in relation to the publication and laying of the annual financial statements and reports of a company,
as set out in Part 9 of the Companies Ordinance (Cap 622) (CO). It also summarises the general requirements in relation to the sending of summary financial reports. The flowchart
focuses on requirements that apply to companies in general. Other specific rules in CO relating to financial statements and reports will vary according to whether the company is a
small or medium-sized company that is eligible for simplified reporting or whether the company is dormant.
Note that if the full reporting documents are to be made available on a website, see CO, ss 430(4), 430(5) and 833. In the context of a member requesting an electronic copy or website
publication of either the full reporting documents or summary financial report, see CO, ss 442(3), 442(4), 443(1)(d), 443(3)(d) and 443(4).
For more details, see Practice Note: Publication and laying of financial statements and reports and Practice Note: Summary financial reports.