Hong Kong Companies (Amendment) Ordinance 2023

The Legislative Council of the Hong Kong Special Administration Region passed the Companies (Amendment) Ordinance 2023 (hereinafter referred to "Amendment Ordinance") in January 2023, which will come into effect on 28 April 2023, aiming to provide companies with greater flexibility to hold fully virtual or hybrid general meetings.

The Amendment Ordinance modernizes the Companies Ordinance (Cap. 622) (“CO”) and the Companies (Model Articles) Notice (Cap. 622H) to expressly cater for the scenario of Hong Kong incorporated companies under the CO or a former CO 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) ie. hybrid general meetings.

Key changes and requirements

The major elements of the Amendment Ordinance include:

a)  introducing a new definition of “virtual meeting technology”;

b)  providing that notice of a general meeting to members or on a website must specify, among other matters, the physical venue of the meeting or the virtual meeting technology to be used for holding the meeting, or both;

c)  providing that a company may hold a general meeting by using virtual meeting technology unless the company’s articles (i) expressly preclude the holding of a general meeting by using virtual meeting technology or (ii) require a general meeting to be held only at a physical venue;

d)  providing that 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;

e)  setting out the mode of holding a general meeting;

f)  clarifying that when a general meeting of a company is held at 2 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.

For listed companies, please be reminded to consider the arrangement together with “Guide on General Meeting” issued by Hong Kong Exchanges and Clearing Limited.

How can we help? 

Our Governance Services team is ready to assist you. They can review the impact of the changed legislation on your upcoming meetings and in your company’s articles of association to permit a fully virtual or hybrid general meeting.

Please contact your dedicated Computershare Relationship Manager or send an email to globalentityservices@computershare.com for more information about how Computershare may assist you in responding to these new requirements.

This notice is provided by Computershare for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Computershare is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Computershare nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject matter of this notice before relying on it.