Overview

The Companies (Amendment) Ordinance 2023 (“the Amendment Ordinance”) comes into operation on 28 April 2023.

The Companies Ordinance (Cap. 622) (“CO”) provides that a company must hold an annual general meeting within the prescribed time.  A company may also hold a general meeting out of its own initiatives 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) (“Model Articles”) as well as provisions of the company’s own articles of association. 

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. 

To facilitate implementation of the Amendment Ordinance, the Companies Registry has issued the “Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings” (“the Guidance Note”), which provides general information and good practices on the holding of fully virtual or hybrid general meetings by locally incorporated companies.

Comprehensive information on the Amendment Ordinance, including full text of the Amendment Ordinance, the Guidance Note, External Circular and frequently asked questions are available in this thematic section.