The Companies Ordinance (Cap. 622) (“CO”) provides that a company must hold an annual general meeting within the prescribed timeframe. A company may also hold a general meeting from time to time as necessary. The manner of holding a general meeting is governed by the provisions in the CO and the Companies (Model Articles) Notice (Cap. 622H) as well as provisions of the company’s own articles of association.
Section 584 of the CO provides that a company may hold a general meeting at two 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. However, there is no reference in the existing CO for a company to hold fully virtual general meetings or the hybrid mode of virtual and physical general meetings.
With advancement of electronic communication technology and people have adapted to conducting meetings by virtual meeting technology, the Companies (Amendment) Ordinance 2023 (“the Amendment Ordinance”) was enacted to modernise the existing law to expressly cater for the scenario of companies:
(i) holding fully virtual general meetings without the requirement for presence of members at any physical locations; and
(ii) holding a mixed mode of such virtual general meetings and members attending at physical location(s), i.e. hybrid general meetings.
Major changes introduced by the Amendment Ordinance:
(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.
The Amendment Ordinance comes into operation on 28 April 2023.
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