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Authored by: Machiuanna Chu and Bryan Wan
On 25 November 2022, the Companies (Amendment) Bill 2022 (Bill) was gazetted. The Bill clarifies the manner general meetings shall be held under the Companies Ordinance (Cap. 622 of the laws of Hong Kong) (Companies Ordinance).
General meetings under the current Companies Ordinance
Under the current Companies Ordinance, a company must hold an annual general meeting within the prescribed time.1 A company may also hold a general meeting from time to time to pass such resolutions it deems appropriate.2
Section 584 of the Companies Ordinance provides that 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”.3 The provision was intended to facilitate business operation by permitting a general meeting to be held at more than one location.4 Despite that the provision is designed to cater for advancement in technology5, there is no express reference for holding general meetings in a fully virtual manner or in a hybrid mode (virtual and physical). The Bill seeks to also provide clarity on point once passed.
New provision on the mode of holding general meetings
The Bill introduces a new section 583A to the Companies Ordinance.6 The new section stipulates that a company may hold a general meeting (a) at a physical venue; (b) by using “virtual meeting technology”; or (c) both at a physical venue and by using “virtual meeting technology”. “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”.7 Practically speaking, this provides flexibility to companies in that a physical venue is not mandatory.
Please note that the above is subject to the provisions of a company’s articles of association. If a company’s articles expressly (i) preclude the holding of a general meeting by using virtual meeting technology or (ii) require a general meeting to be held at a physical venue, the company would still have to hold its general meetings in accordance with its articles unless necessary amendments are made to the articles.
Amendment on Model Articles
The Bill also proposes to amend the model articles to allow the attendance of general meetings by using virtual meeting technology.8 It should be noted that the amendment of the model articles do not automatically apply to companies which adopted earlier versions of the model articles. A company will have to pass a special resolution if it wishes to bring its articles in line with the latest Companies Ordinance.
Status of the Bill
The Bill is currently being considered by the House Committee and there is no visibility yet on when the Bill will be passed.
1 See section 610 of the Companies Ordinance.
2 See sections 565 to 568 of the Companies Ordinance.
3 See section 584 of the Companies Ordinance.
4 See Annex D of the Legislative Council Brief on the Companies Bill (File Ref.: CBT/17/2C).
5 See paragraph 2(n) of the minutes of the twenty-fourth meeting of the Bills Committee on Companies Bill held on Friday, 16 December 2011, at 8:30 am in Conference Room 2A of the Legislative Council Complex (Ref : CB1/BC/3/10/2).
6 See the proposed section 583A under clause 6 of the Bill.
7 See clause 3 of the Bill.
8 See clause 9-10 of the Bill.
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