HOLDING OF VIRTUAL OR HYBRID GENERAL MEETINGS BY VIRTUAL MEETING TECHNOLOGY

March 2023

The frequent uses of various online meeting platforms due to Covid-19 pandemic over the past few years have indirectly led to the modernization of the general meetings mechanism under the Companies Ordinance Cap.622. The Companies (Amendment) Ordinance 2023, with effect from 28 April 2023, has modernized the existing Companies Ordinance to allow Hong Kong companies to hold virtual or hybrid general meetings without the need for members to be actually present at any physical place.

The crux of the Amendment Ordinance is that a Hong Kong company may hold a general meeting by using meeting technology unless the company’s articles of association expressly preclude the holding of a general meeting using virtual meeting technology or require a general meeting to be held only at a physical venue. Even though a company’s articles of association require a notice of a general meeting to specify the physical venue of the meeting, it is not, in itself, a provision that requires a general meeting to be held only at a physical venue. This flexibility enables the general meeting to be held at any place and any time.

To effect this provision, the Amendment Ordinance defines “virtual meeting technology” as technology that allows a person to listen, speak and vote at a meeting without being physically present. This surely covers nearly all usual online meeting aids.

When it comes to the notice requirement of such virtual or hybrid general meeting, a company must ensure that notice of a general meeting specifies, amongst 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 the virtual meeting technology specified in the notice of the meeting is to be regarded as being present.

Further, it is no longer necessary for a company to amend its articles of association to provide for the holding of virtual or hybrid general meetings unless there are express prohibitions or requirements to the contrary.

“I am not in town” can no longer be an excuse for not holding the general meeting of a company.

Reference can be made to the website of the Companies Registry: “Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings”.