Under section 115A of the old Companies Ordinance (Cap. 32) (“the old Ordinance”), members of a company meeting a certain threshold may request the company to circulate a proposed resolution for the next AGM or a statement of not more than 1000 words relating to any proposed resolution or business to be dealt with at any general meeting. The company is not bound to circulate a statement where the Court is satisfied that the right is being abused to secure needless publicity for defamatory matter. Members making the requisition need to bear the expenses of circulation unless the company resolves otherwise.
Under the new CO, sections 582, 615 and 616 provide that the expenses of circulating members’ proposed resolution at an AGM and members’ statements relating to a proposed resolution or business to be dealt with at the AGM will be borne by the company, provided that the required threshold for requests to circulate the proposed resolution is received by the company not later than 6 weeks before the AGM or, if later, before the time at which notice of the meeting is given; and in the case of a statement, the required threshold for requests to circulate the statement is received by the company in time for sending with the notice of the meeting. The criteria for not requiring circulation of the members’ statement is also changed to where, on an application by the company or a person who claims to be aggrieved, the Court is satisfied that there is an abuse of the right to require the circulation or where such right is being used to secure needless publicity for defamatory matter (section 583).