Pursuant to section 584 of the Companies Ordinance (Cap. 622) (“CO”), a company may hold a general meeting at 2 or more places using any technology that enables the members of the company who are not together at the same place to listen, speak and vote at the meeting. However, there is no reference in the CO for a company to hold fully virtual general meetings or the hybrid mode of virtual and physical general meetings.
The Amendment Ordinance modernises the CO and the Companies (Model Articles) Notice (Cap. 622H) 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 Amendment Ordinance will come into operation on 28 April 2023.
- 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 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;
- 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; and
- 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.
Note: Once re-domiciled, a re-domiciled company will be regarded as a company incorporated in Hong Kong and will be required to comply with all the relevant requirements under the Companies Ordinance unless otherwise specified.
Section 583A of the Companies Ordinance (Cap. 622) sets out the mode of holding a general meeting. Subject to the provisions of the company’s articles of association, a company may hold a general meeting –
- at a physical venue (i.e. a physical meeting);
- by using virtual meeting technology (i.e. a fully virtual meeting); or
- both at a physical venue and by using virtual meeting technology (i.e. a hybrid meeting).
- if the notice specifies only the physical venue of the meeting – the physical venue;
- if the notice specifies only the virtual meeting technology to be used for holding the meeting – the virtual meeting technology; and
- if the notice specifies both the physical venue of the meeting and the virtual meeting technology to be used for holding the meeting – both the physical venue and the virtual meeting technology.
- A new definition of “Virtual meeting technology” is added which means a technology that allows a person to listen, speak and vote at a meeting without being physical present at the meeting.
- A notice of a general meeting 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.
- A person who attends a general meeting by using virtual meeting technology is to be regarded as attending the meeting if –
- the person uses the virtual meeting technology specified in the notice of the meeting; and
- the person is able to exercise his or her rights to speak and vote at the meeting.
- the person uses the virtual meeting technology specified in the notice of the meeting; and
- 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.
- When a general meeting that is not called on a request of members is adjourned because a quorum is not present, the directors must determine, among other matters, the physical venue of the adjourned meeting or the virtual meeting technology to be used for holding the adjourned meeting, or both.
- When the chairperson adjourns a general meeting, the chairperson must specify, among other matters, the physical venue of the adjourned meeting or the virtual meeting technology to be used for holding the adjourned meeting, or both.
- If no notice of an adjourned meeting is given, a person who uses virtual meeting technology to attend the adjourned meeting is to be regarded as being present if the person attends the adjourned meeting by using the virtual meeting technology determined by the directors or specified by the chairperson.
Note: Once re-domiciled, a re-domiciled company will be regarded as a company incorporated in Hong Kong and will be required to comply with all the relevant requirements under the Companies Ordinance unless otherwise specified.
The Amendment Ordinance aims to provide sufficient flexibility for companies to conduct corporate affairs smoothly and effectively having regard to their own circumstances and needs. It does not remove the mode of holding general meeting at a physical venue, i.e. physical general meeting. Companies should choose the most appropriate mode of meeting and will need to consider, in addition to convening a valid meeting in accordance with the law and their articles, whether a physical general meeting continues to be the most appropriate mode or that holding a fully virtual or hybrid general meeting may promote better engagement with and maximise participation by members.