Starting from 28th April 2023, the Companies (Amendment) Ordinance 2023 (the “Amendment Ordinance”) came into operation in Hong Kong. The Companies Registry (CR)accepts holding an annual general meeting (AGM) or general meeting (GM) in virtual methods. members of Hong Kong Companies will no longer need to show up in person to attend the general meetings.
What is the difference?
Prior to 28th April 2023, CR did not accept holding AGMs or GMs virtually. Furthermore, section 584 of the Companies Ordinance (CO) only stated that a company may hold a GM at two or more places using any technology. The venue must enable the members of the company who are not together at the same place to listen, speak and vote at the meeting.
The key changes/clarification in the Amendment Ordinance: –
- “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.
- A notice of a general meeting to members (or on a website) must specify, the physical venue of the meeting or the virtual meeting technology to be used for holding the meeting, or both.
- A notice may specify the virtual meeting technology to be used for holding the meeting unless the company’s AOA 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
- A company may hold a fully physical, a fully virtual, or a partially physical and virtual meeting.
- When a general meeting of a company is held at two 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.
- 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.
For further information, please contact us.
You may want to read: Holding Annual General Meeting during COVID-19