In January 2023 the Legislative Council of the Hong Kong Special Administration Region passed the Companies (Amendment) Ordinance 2023 (hereinafter referred to “Amendment Ordinance”) which will come into effect on 28 April 2023, aiming to provide companies with greater flexibility to hold fully virtual or hybrid general meetings. The Amendment Ordinance modernizes the Companies Ordinance (Cap. 622) (“CO”) and the Companies (Model Articles) Notice (Cap. 622H) to expressly cater for the scenario of Hong Kong incorporated companies under the CO or a former CO 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) ie. hybrid general meetings.
The major elements of the Amendment Ordinance include:
- introducing a new definition of “virtual meeting technology”;
- 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;
- providing that a company may hold a general meeting by using virtual meeting technology unless the company’s articles (i) expressly preclude the holding of a general meeting by using virtual meeting technology or (ii) require a general meeting to be held only at a physical venue;
- 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;
- setting out the mode of holding a general meeting;
- 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.
For listed companies, please be reminded to consider the arrangement together with “Guide on General Meeting” issued by Hong Kong Exchanges and Clearing Limited.
Our Governance Services team is ready to assist you. They can review the impact of the changed legislation on your upcoming meetings and in your company’s articles of association to permit a fully virtual or hybrid general meeting.
If you would like more information, please contact us via email@example.com.