Under section 584 of the CO, a Hong Kong-incorporated company may hold a general meeting at two or more locations using any technology that enables the members of the company who are not in the same location to listen, speak and vote at the meeting. Yet, there is no provision in the CO for a company to hold a fully virtual general meeting or a hybrid general meeting.
Amendment Ordinance – key amendments
‘Virtual meeting technology’ is technology that allows a person to listen, speak and vote at a meeting without being physically present.
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.
A company may hold a general meeting by using virtual 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.
A provision of the company’s articles of association having the effect of requiring a notice of a general meeting to specify the physical venue of the meeting is not, in itself, a provision that requires a general meeting to be held only at a physical venue.
A company must ensure that notice of a general meeting specifies, among 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.
With the Amendment Ordinance coming into effect, it is no longer necessary for a Hong Kong-incorporated company to amend its articles of association to provide for the holding of virtual general meetings and hybrid general meetings unless there are express prohibitions or requirements to the contrary. Shareholders who attend virtual general meetings or hybrid general meetings using virtual meeting technology (that allows the shareholders to listen, speak and vote at the meetings) will be regarded as being present at the relevant meetings of a company.
Client Alert 2023-042