Even after the threat of Covid-19 is over, virtual meetings will no doubt become much more common when most people have adapted to Zoom and other online meetings solutions. Before a company considers utilising any electronic means to send notices and hold meetings, it is prudent to check if any amendments to its articles of association are necessary.
For examples:
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- Is the use of electronic means to communicate with shareholders expressly permitted (and therefore consented to by the shareholders) under your articles of association?
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- Are you allowed under the articles to hold a general meeting or an AGM in accordance with section 584 of the Companies Ordinance (that is at two or more places using any technology that enables the members who are not together at the same place to listen, speak and vote at the meeting)?
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- When organising virtual general meetings, does the board have sufficient powers to decide the conduct of the same if the articles are not explicit on the details? For example, is the meeting required to be adjourned if any shareholder encounters any network failure?
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- Does a “signed document” include a document signed by electronic signatures and stored in any digital or electronic form, under the Companies Ordinance and your articles of association?
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Talk to our experts
If you have any doubt on any of these issues or other matters in relation to virtual meetings, it is advisable to clarify them in your articles of association before any disputes or discrepancies on interpretation arise.
