Keeping Company Minutes: What Has to Be Recorded, and the 10-Year Rule (2026)

At a glance

An easy trap: being exempt from holding the AGM does not mean no record is needed. If a written resolution takes the place of a meeting, that written resolution is itself a record to be kept for 10 years.

Which decisions need a written record?

Any company decision made “by way of resolution” should have a written document behind it. The most common are: special resolutions of the members (changing the company name, amending the articles, reducing capital); members’ approval before the directors allot new shares — section 140 requires the company’s prior approval by resolution before directors exercise a power to allot, and sections 140 and 141 extend that to granting rights to subscribe for or convert into shares; the resolution dispensing with annual general meetings (s.613, which also has to be filed with the Companies Registry within 15 days of being passed); and a resolution removing a director (s.462).

Dates and sequence matter a great deal here. Take a capital reduction: the chain is “all directors sign the solvency statement → special resolution within 15 days → filed for registration within a further 15 days”. Without records, you cannot show that you followed the sequence.

How long, and when do the 10 years start?

The Companies Ordinance sets the retention period for records of resolutions and of members’ meetings at at least 10 years, running from the date of the resolution, meeting or decision — not from the end of the financial year, and not from when the company closes. A resolution passed in 2020 has to be kept until at least 2030.

In practice, keep them longer. On a sale of the company, a shareholder dispute or a tax enquiry, what gets traced back is usually something from a long time ago, and the cost of keeping a few extra years is close to zero.

It’s just me and I decide everything — do I still have to write it down?

Yes. The Ordinance expressly provides that a decision taken by the sole member of a company also has to be recorded in writing, and kept for at least 10 years from the date of the decision.

Plenty of sole owners find this pointless — hold a meeting with yourself? But the record is not for you. It is for the bank, the auditor, the buyer, the IRD and the next shareholder. You may remember why you approved that shareholder’s loan in 2023; they will not.

The format need not be elaborate: one page, with the date, the company name, what was decided and the member’s signature, filed one page per item. Note also that where a company has only one member, no annual general meeting is required (s.612(2)(a)) — the meeting is dispensed with, but the duty to record the decision remains.

Where do these records have to be kept? Is electronic storage acceptable?

Sections 618, 619 and 620 require a company to keep records of members’ resolutions and meetings at its registered office or at a prescribed place, available for inspection. Exactly where the “prescribed place” may be, how inspection works and whether a fee applies are set out in the Companies (Inspection and Provision of Copies of Records) Regulation (Cap. 622I).

Electronic storage is allowed: the Ordinance permits company records to be kept in non-legible form (that is, electronically), subject to one condition — the company must be able to produce a legible copy for inspection. So “scanned and in the cloud” is not itself a breach, but two practical conditions have to hold: you can print and open it when somebody asks; and the files are organised, not scattered across different people’s email attachments and WhatsApp threads. Administratively, these records belong alongside the statutory registers — the inspection arrangements for both come from the same regulation.

A shareholder wants to see the minutes — can we refuse?

You cannot pretend they do not exist. The Ordinance requires these records to be kept at the registered office or a prescribed place expressly “for inspection” — inspection is part of the design of the system, not a favour from the company. Exactly who may inspect, how, and on what payment is prescribed by the Cap. 622I regulation.

In practice, a minority shareholder asking to inspect records is usually already a sign of a strained relationship — and discovering at that point that nothing has been recorded for three years leaves you in a very weak position. Conversely, where the records have been kept all along, “here they are” is the fastest way to end a dispute.

What does it actually cost not to keep records?

At the statutory level, failing to comply with the Companies Ordinance exposes the company and its responsible persons to prosecution and a default fine. On the AGM specifically, the Companies Registry has prosecuted companies for failing to hold the meeting within 9 months of the end of the accounting reference period, with a fine in one case of HK$4,000 per charge (a case outcome, not a statutory maximum).

But the fine is rarely what hurts most. Three situations are what owners actually run into. Audit and tax filing: the auditor asks “this shareholder’s current account, this dividend — when did the board approve it?” With no resolution, one has to be produced after the fact, and dates that do not match the bank records are a bigger problem still (see the audit requirements). Financing and a sale: a buyer’s due diligence wants years of resolutions, and not producing them knocks the valuation and the terms down immediately. A falling-out between shareholders: who approved what becomes a matter of competing recollections, and the side with records always has the advantage.

How do you arrange it so you don’t have to remember?

The method is simple: have one person (or a company secretarial service) responsible for drafting, signing and filing a record the same day the company takes any significant decision, rather than chasing it at year end. Drafting resolutions, keeping minutes and maintaining the registers are part of the company secretary’s ordinary work; on what that job covers, see what a company secretary does.

If your company has not kept proper records for the last few years, do not panic — there are ways of catching up year by year. Talk to us, or get started and hand it over.

This information is as most recently published by the Companies Registry (cr.gov.hk). This is general reference only and does not constitute professional advice; for individual situations — particularly shareholder disputes or reconstructing historical records — consult a professional.