Virtual Meeting Technology Law to Support Fully Virtual or Hybrid Meetings in Hong Kong

Author: Stefan Schmierer, Managing Partner | Co-Author: Sabrina Lai, Summer Intern

The Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (“CO”), alongside provisions of the companies’ own articles of association, govern the mode of holding general meetings of shareholders for Hong Kong incorporated companies. In accordance with section 584 of the CO, a company may hold a general meeting in two or more locations using any technology that allows company members who are not in the same location to listen, speak, and vote at the meeting. Against this background, virtual meeting technology in Hong Kong has become increasingly relevant for companies seeking flexible ways to conduct shareholder meetings.

In spite of that, the CO makes no mention of a corporation holding fully virtual general meetings or general meetings that are a combination of virtual and physical meetings.

A company may hold a general meeting in two or more locations using any technology that allows company members who are not in the same location to listen, speak, and vote at the meeting.

Virtual Meeting Technology Hong Kong: Legislative Update

In view of the development of technology in electronic communication, the holding of virtual or hybrid meetings has become the norm for businesses. To expressly cater for Hong Kong incorporated companies holding fully virtual or hybrid general meetings, the Hong Kong government modernised provisions of the CO and gazetted the Companies (Amendment) Ordinance 2023 (“Amendment Ordinance”) on 27 January 2023.

The amended CO came into effect on 28 April 2023, allowing companies time to communicate with their members.

''In view of the development of technology in electronic communication, the holding of virtual or hybrid meetings has become the norm for businesses''

Virtual Meeting Technology

Under the Amendment Ordinance, a new definition of “virtual meeting technology” was introduced:

“a technology that allows a person to listen, speak and vote at a meeting without being physically present at the meeting.”

Companies now have greater flexibility to hold general meetings:

• At physical location(s)

• As fully virtual general meetings

• In a hybrid mode combining physical and virtual attendance

Unless a company’s articles clearly prohibit virtual meetings or require a physical venue only, notices of meetings may identify the virtual meeting technology to be used.

Articles of Association and Notice Requirements

Companies are advised to review their articles of association to determine whether fully virtual or hybrid meetings are appropriate.

Notwithstanding the articles, the Amendment Ordinance permits companies to hold general meetings using virtual meeting technology even where the articles:

• Indicate physical locations for meetings

• Require meeting location to be specified in notices

• Mandate disclosure of physical or virtual meeting arrangements

• Provide that attendance via virtual meeting technology constitutes presence

''companies have a greater flexibility to hold their general meetings''

Conclusion

The Amendment Ordinance provides companies with flexibility to manage corporate affairs efficiently while accommodating modern communication practices.

With the amended CO, members of Hong Kong incorporated companies may now participate in general meetings through physical, virtual, or hybrid modes. The ultimate decision on meeting format lies with the company, taking into account the best interests of members, engagement, and participation.

How Ravenscroft & Schmierer Can Help?

The adoption of virtual meeting technology in Hong Kong raises governance, procedural, and compliance considerations for companies. Ravenscroft & Schmierer advises on Companies Ordinance compliance, articles of association review, shareholder meeting procedures, and implementation of virtual or hybrid meetings.

If your company is considering adopting virtual meeting arrangements, contact us to discuss your circumstances and available options.

FAQ: Virtual Meeting Technology Hong Kong

What is virtual meeting technology under Hong Kong law?

Virtual meeting technology allows participants to listen, speak, and vote at meetings without physical presence.

Can Hong Kong companies hold fully virtual general meetings?

Yes, unless expressly prohibited by their articles of association.

Do companies need to amend their articles to hold virtual meetings?

Not necessarily. The Amendment Ordinance permits virtual meetings even where articles refer to physical meetings.

When did the Amendment Ordinance take effect?

The Companies (Amendment) Ordinance 2023 took effect on 28 April 2023.

How can Ravenscroft & Schmierer assist with virtual meetings?

Ravenscroft & Schmierer advises on governance requirements, meeting procedures, and compliance with the Companies Ordinance.

Does Ravenscroft & Schmierer review articles of association?

Yes. We advise on amendments and interpretation of articles to enable virtual or hybrid meetings.

Can Ravenscroft & Schmierer assist with shareholder dispute issues?

Yes. We advise on disputes arising from meeting procedures and shareholder participation.

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Disclaimer: This publication is general in nature and is not intended to constitute legal advice. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.

For specific advice about your situation, please contact:

Stefan Schmierer

Managing Partner

+852 2388 3899

sschmierer@rs-lawyers.com.hk