BACKGROUND

Currently, a Hong Kong company may send documents or information to its members or debenture holders by electronic means (such as by email) or via its website only if it has obtained prior agreement from the members and debenture holders.

In order to demonstrate Hong Kong is committed to providing a business friendly environment, the city has further facilitated electronic communication by companies. The Companies Ordinance (Chapter 622 of the Laws of Hong Kong) has been amended to introduce an “implied consent mechanism” for both listed and unlisted Hong Kong incorporated companies to disseminate corporate communication by electronic means. The new mechanism will come into effect on 17 April 2025.

THE IMPLIED CONSENT MECHANISM

A Hong Kong company may choose to adopt the “implied consent mechanism” for disseminating corporate communication by means of website if:

its articles of association or, in the case of a debenture, its debenture instrument contains the relevant provision that allows the implied consent mechanism; and
it has sent a one-off notification to its members and debenture holders to inform them that corporate communication will be disseminated on its website. There is no need to obtain their express consents.

The model articles in the Companies Ordinance have been revised so that new companies to be formed under the Ordinance may adopt the implied consent mechanism to disseminate corporate communication by means of website.

In any event, members or debenture holders may request the company to provide electronic copies (such as through email) or hard copies of corporate communication.

Whether it is necessary to send a separate notification to members or debenture holders every time of uploading new communication on the website

If a company listed in Hong Kong so adopts the implied consent mechanism, it is no longer…READ FULL ARTICLE

By: Rossana Chu at YYC Legal LLP

Note: This material has been prepared for general informational purposes only and is not intended to be relied upon as professional advice. Please contact us for specific advice.

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