Background
There is currently no express provision in the Companies Ordinance (Cap. 622) ("CO") which allows a company to hold virtual or hybrid general meetings.
The Amendment Ordinance seeks to modernise the CO and the Model Articles 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.
Key takeaways
The Amendment Ordinance introduces a new section 583A to the CO to clarify that:
- A general meeting can be physical, fully virtual or hybrid.
- Fully virtual or hybrid meetings are possible so long as the articles of association does not prohibit it.
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 while so attending.
The Amendment Ordinance is only applicable to companies formed and registered under the CO, i.e., locally incorporated companies.
The Companies Registry has issued the "Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings" to provide general information and good practices on the holding of fully virtual or hybrid general meetings.
What does this mean for companies?
The flexibility provided by the Amendment Ordinance remains subject to a company's articles of association. If a company's articles expressly precludes the holding of a general meeting by using virtual meeting technology or requires a general meeting to be held only at a physical venue, such articles would need to be amended before the company can hold a virtual or hybrid meeting.
Where a company's articles contain a provision that refers to a place for conducting a general meeting or requires a notice of general meeting to specify the physical venue of the meeting, such provision would not preclude the company from holding a virtual or hybrid meeting.
Our firm is happy to assist clients in reviewing their articles to ensure that they can take advantage of the flexibility introduced by the Amendment Ordinance.
For further information please get in touch with us as set out under "Contact Information" or your usual Baker & McKenzie contact.
See the Chinese version here.
