The Companies (Amendment) Ordinance 2023 (“the Amendment Ordinance”) comes into operation on 28 April 2023. The Amendment Ordinance is only applicable to companies formed and registered under the Companies Ordinance (Cap. 622) or a former Companies Ordinance, i.e. locally incorporated companies.
Pursuant to section 584 of the CO, a company may hold a general meeting at 2 or more places using any technology that enables the members of the company who are not together at the same place to listen, speak and vote at the meeting. Yet, there is no reference in the CO for a company to hold fully virtual general meetings or the hybrid mode of virtual and physical general meetings.
The Amendment Ordinance aims to provide companies with greater flexibility to hold fully virtual or hybrid general meetings. Subject to the provisions of the company’s articles of association, a company may hold a general meeting –
- at a physical venue (i.e. a physical meeting);
- by using virtual meeting technology (i.e. a fully virtual meeting); or
- both at a physical venue and by using virtual meeting technology (i.e. a hybrid meeting).
Notwithstanding a company’s existing articles may refer to a place or places for conducting a general meeting, the company may hold a general meeting by using virtual meeting technology without amending its articles unless the company’s articles expressly preclude the holding of a general meeting by using virtual meeting technology, or require a general meeting to be held only at a physical venue.
The major elements of the Amendment Ordinance include :
(a) introducing a new definition of virtual meeting technology;
(b) providing that notice of a general meeting to members or on a website must specify, among other matters, the physical venue of the meeting or the virtual meeting technology to be used for holding the meeting, or both;
(c) providing that the notice may specify the virtual meeting technology to be used for holding the meeting unless the company’s articles expressly preclude the holding of a general meeting by using virtual meeting technology or require a general meeting to be held only at a physical venue;
(d) setting out the mode of holding a general meeting;
(e) clarifying that when a general meeting of a company is held at 2 or more physical venues, the company must use any technology that allows the members of the company who are not together at the same physical venue to listen, speak and vote at the meeting regardless of whether virtual meeting technology is also used for holding the meeting; and
(f) providing that a person who attends a general meeting by using the virtual meeting technology specified in the notice of the meeting is to be regarded as being present.
To facilitate implementation of the Amendment Ordinance, the Companies Registry has issued the “Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings”, which provides general information and good practices on the holding of fully virtual or hybrid general meetings by locally incorporated companies. Companies should choose the most appropriate mode of meeting and will need to consider, in addition to convening a valid meeting in accordance with the law and their articles, whether a physical meeting continues to be the most appropriate mode or that holding a fully virtual or hybrid general meeting may promote better engagement with and maximise participation by members.
The above information is extracted from the website of the Companies Registry.
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