Amendments to the Companies Ordinance and its subsidiary Legislation to facilitate the holding of general meetings by using Virtual Meeting Technology

The manner of holding a general meeting is governed by the provisions in the Companies Ordinance and the company’s own articles of association. The amendments modify the Companies Ordinance and the Model Articles has allowed Companies to provide greater flexibility and engagement opportunities to all the Company’s members regardless of their location. The Companies that are required to hold Annual General Meeting and /or General Meetings could now conduct meetings virtually or in hybrid mode, rather than holding meetings only at physical locations.

A company may hold a general meeting at 2 or more physical venues (whether or not also by using the virtual meeting technology specified in the notice of the meeting), using any technology that enables the members of the company who are not together at the same physical venue to listen, speak and vote at the meeting.

The operation date of Companies (Amendment) Ordinance 2023 is on 29 April 2023. Major elements of the Amendment Ordinance include:

1. Modes of Holding a General Meeting
   
   

   (1)	At a physical venue;
   (2)	By using virtual meeting technology (means a technology that allows a person to listen, speak and vote at a meeting without being physically present at the meeting); or
   (3)	Hybrid Meeting – both at a physical venue and by using virtual meeting technology.

   
   
2. Contents of the Notice of General Meeting
   
   The Notice of the General Meeting should mention the date, timing of the meeting and the physical venue of the Meeting or the virtual meeting technology to be used for the Meeting and /or specify both.
   
   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 technology or require a general meeting to be held at a physical venue.
   
   If there are two or more physical venues, the notice should mention the principal venue and the other venue or venues of the meeting. Also, 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.
   
   
3. Quorum of the Meeting
   
   The amendment states, the 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 at the meeting.  
   
   
4. Adjournment of General Meeting
   
   When a 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.
   
   When a General Meeting that is not called on a request of members is adjourned because 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.
   
   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.
   

Implementation of the Amendment Ordinance and Necessity to alter the Articles of Association of your Hong Kong Company

Although the amendment applicable to all local companies (i.e. registered under the Companies Ordinance or a former Companies Ordinance), how to hold a meeting is still restricted by its own Articles. A Section 583A(3) has been added to avoid doubt that a company may hold a general meeting by using virtual meeting technology unless the company’s articles expressly preclude the holding of meeting by using virtual meeting technology or to be held only at a physical venue.

See also:
Hong Kong Company Incorporation Procedures and Fees