Feb 22, 2025
Companies Registry External Circular No. 3 / 2025
The following has been extracted from the circular:
The circular announces that the Companies Ordinance (Cap. 622) (“CO”) has been amended to promote paperless corporate communication for both listed and unlisted Hong Kong companies. The relevant legislative amendments in the Companies (Amendment) Ordinance 2025 (“Amendment Ordinance”) will come into operation on 17 April 2025.
The major elements of the Amendment Ordinance include:
(a) providing that a company may choose to adopt the implied consent mechanism for disseminating corporate communication by means of website provided that –
(i) its articles of association (“articles”) contain a provision that the company may generally disseminate corporate communication to its members by means of website / the instrument creating the debenture contains a provision that the company may generally disseminate corporate communication to its debenture holders by means of website or the equivalent debenture holders have so resolved in accordance with the provisions of that instrument, and
(ii) the company has sent a one-off notification to the relevant members or debenture holders to inform them of the arrangements for dissemination of corporate communication by means of website;
(b) providing that for a listed company which adopts the implied consent mechanism for disseminating corporate communication by means of website, it is not required to send a separate notification to members or debenture holders whenever a new corporate communication is uploaded to the website (“separate notification requirement”);
(c) providing that for an unlisted company adopting the implied consent mechanism for disseminating corporate communication by means of website, a prior express consent must be obtained from the relevant members or debenture holders before it is obviated from the separate notification requirement;
(d) providing that members or debenture holders may request the company to provide free electronic copies of corporate communication;
(e) revising provisions of the model articles so that new companies formed under the CO may adopt the new model articles to make use of the implied consent mechanism to disseminate corporate communication by means of website.
Further details can be obtained by clicking into the following:
Companies Registry External Circular No. 3 / 2025
Guide on Communications to and by Companies