Jan 27, 2023
The Amendment Ordinance seeks to modernise the CO and the Model Articles to expressly cater for the scenario of companies holding fully virtual general meetings without the requirement for presence of members at any physical locations; as well as a mixed mode of such virtual general meetings and members attending at physical location(s), i.e. hybrid general meetings.
The amended Companies Ordinance will come into operation on April 28 to give the trade sufficient time to communicate with its members.
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.
For the Companies Registry External Circular, please click: Commencement of the Companies (Amendment) Ordinance 2023 Holding of General Meetings by Using Virtual Meeting Technology .