Division 1     Resolutions and Meetings
Subdivision 1     Preliminary
547.
Interpretation
(1) In this Division—
circulation date (傳閱日期), in relation to a written resolution or
a proposed written resolution, means—
(a) the date on which copies of the resolution are sent to
eligible members in accordance with section 553; or
(b) if copies are sent to eligible members on different days,
the first of those days;
electronic
address
(電子地址)
means
any
sequence
or
combination of letters, characters, numbers or symbols
of any language or, any number, used for the purposes
of sending or receiving a document or information by
electronic means.
(2) For the purposes of this Division—
(a) in relation to a proposed written resolution, the
eligible members are the members who would have
been entitled to vote on the resolution on the
circulation date of the resolution; and

(b) if the persons entitled to vote on the resolution change
during the course of the day that is the circulation
date of the resolution, the eligible members are the
persons entitled to vote on the resolution at the time
that the first copy of the resolution is sent to a
member for agreement.
(3) Nothing in this Division affects the operation of any other
Ordinance or rule of law as to—
(a) things done otherwise than by passing a resolution;
(b) circumstances in which a resolution is or is not to be
regarded as having been passed; or
(c) cases in which a person is precluded from alleging that
a resolution has not been duly passed.
 

Subdivision 2     Written Resolution
548.
Written resolution
(1) Anything that may be done by a resolution passed at a
general meeting of a company may be done, without a
meeting and without any previous notice being required, by
a written resolution of the members of the company.
(2) Anything that may be done by a resolution passed at a
meeting of a class of members of a company may be done,
without a meeting and without any previous notice being
required, by a written resolution of that class of members
of the company.
(3) If a resolution is required by any Ordinance to be passed
as an ordinary resolution or a special resolution, the
resolution may be passed as a written resolution; and a
reference in any Ordinance to an ordinary resolution or a
special resolution includes a written resolution.

(4) A reference in any Ordinance to the date of passing of a
resolution or the date of a meeting is, in relation to a
written resolution, the date on which the written resolution
is passed under section 556.
(5) A written resolution of a company has effect as if passed
by—
(a) the company at a general meeting; or
(b) a meeting of the relevant class of members of the
company,
as the case may be, and a reference in any Ordinance to a
meeting at which a resolution is passed or to members
voting in favour of a resolution is to be construed
accordingly.
(6) This section does not apply to—
(a) a resolution removing an auditor before the end of the
auditor’s term of office; or
(b) a resolution removing a director before the end of the
director’s term of office.
549.
Power to propose written resolution
A resolution may be proposed as a written resolution by—
(a) the directors of a company; or
(b) a member of a company.
550.
Company’s duty to circulate written resolution proposed by
directors
If the directors of a company have proposed a resolution as a
written resolution under section 549(a), the company must
circulate the resolution.551.
Members’ power to request circulation of written resolution
(1) A member of a company may request the company to
circulate a resolution that—
(a) may properly be moved; and
(b) is proposed as a written resolution under section
549(b).
(2) If a member requests a company to circulate a resolution,
the member may request the company to circulate with the
resolution a statement of not more than 1 000 words on
the subject matter of the resolution.
(3) However, each member may only request the company to
circulate one such statement with respect to the resolution.
552.
Company’s duty to circulate written resolution proposed by
members
(1) A company must circulate a resolution proposed as a
written resolution under section 549(b) and any statement
mentioned in section 551(2) if it has received requests that
it do so from the members of the company representing
not less than the requisite percentage of the total voting
rights of all the members entitled to vote on the resolution.
(2) The requisite percentage mentioned in subsection (1) is 5%
or a lower percentage specified for this purpose in the
company’s articles.
(3) A request—
(a) may be sent to the company in hard copy form or in
electronic form;(b) must identify the resolution and any statement
mentioned in section 551(2); and
(c) must be authenticated by the person or persons
making it.
553.
Circulation of written resolution
(1) If a company is required under section 550 or 552 to
circulate a resolution proposed as a written resolution, the
company must send at its own expense to every eligible
member and every other member (if any) who is not an
eligible member—
(a) a copy of the resolution; and
(b) if so required under section 551(2), a copy of a
statement mentioned in that section.
(2) The company may comply with subsection (1)—
(a) by sending copies at the same time (so far as
reasonably practicable) to all members in hard copy
form or in electronic form or by making the copies
available on a website;
(b) if it is possible to do so without undue delay, by
sending the same copy to each member in turn (or
different copies to each of a number of members in
turn); or
(c) by sending copies to some members in accordance
with paragraph (a) and sending a copy or copies to
other members in accordance with paragraph (b).
(3) The company must send the copies (or if copies are sent to
members on different days, the first of those copies) not
more than 21 days after it becomes subject to the
requirement under subsection (1) to send the copies.

(4) If the company sends a copy of a proposed written
resolution or statement by making it available on a website,
the copy is not validly sent for the purposes of this
Subdivision unless the copy is available on the website
throughout the period—
(a) beginning on the circulation date; and
(b) ending on the date on which the resolution lapses
under section 558.
(5) For the purposes of subsection (4), a failure to make a
copy of a proposed written resolution or statement
available on a website throughout the period mentioned in
that subsection is to be disregarded if—
(a) the copy is made available on the website for part of
that period; and
(b) the failure is wholly attributable to circumstances that
it would not be reasonable to have expected the
company to prevent or avoid.
(6) The company must ensure that the copy of the proposed
written resolution sent to an eligible member is
accompanied by guidance as to—
(a) how to signify agreement to the resolution under
section 556; and
(b) the date by which the resolution must be passed if it is
not to lapse under section 558.
(7) If a company contravenes subsection (1), (3) or (6), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5.
(8) The validity of the resolution, if passed, is not affected by
a contravention of subsection (1), (3) or (6).

554.
Application not to circulate accompanying statement
(1) A company is not required to circulate a statement
mentioned in section 551(2) if, on an application by the
company or another person who claims to be aggrieved,
the Court is satisfied that the rights given by that section
are—
(a) being abused; or
(b) being used to secure needless publicity for defamatory
matter.
(2) The Court may order the members who requested the
circulation of the statement to pay the whole or part of the
company’s costs on an application under subsection (1),
even if they are not parties to the application.
555.
Company’s duty to notify auditor of proposed written resolution
(1) If a company is required to send a resolution to a member
of the company under section 553, it must, on or before
the circulation date, send to the auditor of the company (if
more than one auditor, to everyone of them)—
(a) a copy of the resolution; and
(b) a copy of any other document relating to the
resolution that is required to be sent to a member of
the company under that section.
(2) The copies may be sent to the auditor or auditors of the
company in hard copy form or in electronic form.
(3) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
(4) The validity of the resolution, if passed, is not affected by
a contravention of subsection (1).556.
Procedure for signifying agreement to proposed written resolution
(1) A written resolution is passed when all eligible members
have signified their agreement to it.
(2) A member signifies agreement to a proposed written
resolution when the company receives from the member
(or from someone acting on the member’s behalf) a
document—
(a) identifying the resolution to which it relates; and
(b) indicating the member’s agreement to the resolution.
(3) The document—
(a) may be sent to the company in hard copy form or in
electronic form; and
(b) must be authenticated by the member or by someone
acting on the member’s behalf.
(4) A member’s agreement to a written resolution, once
signified, may not be revoked.
557.
Agreement signified by eligible members who are joint holders of
shares
(1) If—
(a) 2 or more eligible members are joint holders of shares
of a company;
(b) any holder has signified their agreement to a proposed
written resolution; and
(c) if the company has received, before the end of the
period mentioned in section 558(1), any objection to
the proposed written resolution from any other holder,
the holder who has signified the agreement is more
senior than the holder who has made the objection,then the other joint holder or holders are to be regarded as
having signified their agreement to the proposed written
resolution for the purposes of section 556(1).
(2) For the purposes of this section, the seniority of a holder
of a share is determined by the order in which the names
of the joint holders appear in the register of members of
the company.
(3) Subsections (1) and (2) have effect subject to any provision
of the company’s articles.
558.
Period for agreeing to proposed written resolution
(1) A proposed written resolution lapses if it is not passed
before the end of—
(a) the period specified for this purpose in the company’s
articles; or
(b) if none is specified, the period of 28 days beginning on
the circulation date.
(2) The agreement of a member to a proposed written
resolution is ineffective if signified after the end of that
period.
559.
Company’s duty to notify members and auditor that written
resolution has been passed
(1) If a resolution of a company is passed as a written
resolution, the company must, within 15 days after the
resolution is passed, send a notice of this fact to—
(a) every member of the company; and
(b) the auditor of the company (if more than one auditor,
to everyone of them).
(2) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.560.
Sending document relating to written resolution by electronic
means
If a company has given an electronic address in any document
containing or accompanying a proposed written resolution, it
is to be regarded as having agreed that any document or
information relating to that resolution may be sent by electronic
means to that address (subject to any conditions or limitations
specified in the document).
561.
Relationship between this Subdivision and provisions of company’s
articles
(1) A provision of a company’s articles is void in so far as it
would have the effect that a resolution that is required by
or otherwise provided for in an Ordinance could not be
proposed and passed as a written resolution.
(2) Nothing in this Subdivision affects any provision of a
company’s articles authorizing the company to pass a
resolution without a meeting, otherwise than in accordance
with this Subdivision.
(3) Subsection (2) applies only if the resolution has been
agreed to by all the members of the company who are
entitled to vote on the resolution.
 

Subdivision 3     Resolutions at Meetings
562.
General provisions
(1) A resolution of a company is validly passed at a general
meeting if—
(a) notice of the meeting and of the resolution is given;
(b) the meeting is held and conducted; and

(c) the resolution is passed,
in accordance with this Subdivision and Subdivisions 4, 5,
6, 7, 8 and 9 (and, if relevant, Subdivision 10) and the
company’s articles.
(2) For the purposes of subsection (1), if there is any
inconsistency between a provision of a Subdivision referred
to in that subsection, and a provision of the company’s
articles, unless otherwise provided in or in respect of that
Subdivision, the provision of that Subdivision prevails over
the provision of the articles to the extent of the
inconsistency.
(3) If a provision of any Ordinance—
(a) requires or otherwise provides for a resolution of a
company, or of the members (or of a class of
members) of a company; and
(b) does not specify what kind of resolution is required,
what is required is an ordinary resolution unless the
company’s articles require a higher majority (or unanimity).
563.
Ordinary resolution
(1) An ordinary resolution of the members (or of a class of
members) of a company means a resolution that is passed
by a simple majority.
(2) A resolution passed at a general meeting on a show of
hands is passed by a simple majority if it is passed by a
simple majority of the total of the following—
(a) the number of the members who (being entitled to do
so) vote in person on the resolution;
(b) the number of the persons who vote on the resolution
as duly appointed proxies of members entitled to vote
on it.(3) A resolution passed on a poll taken at a general meeting is
passed by a simple majority if it is passed by members
representing a simple majority of the total voting rights of
all the members who (being entitled to do so) vote in
person or by proxy on the resolution.
(4) Anything that may be done by an ordinary resolution may
also be done by a special resolution.
564.
Special resolution
(1) A special resolution of the members (or of a class of
members) of a company means a resolution that is passed
by a majority of at least 75%.
(2) A resolution passed at a general meeting on a show of
hands is passed by a majority of at least 75% if it is passed
by at least 75% of the total of the following—
(a) the number of the members who (being entitled to do
so) vote in person on the resolution;
(b) the number of the persons who vote on the resolution
as duly appointed proxies of members entitled to vote
on it.
(3) A resolution passed on a poll taken at a general meeting is
passed by a majority of at least 75% if it is passed by
members representing at least 75% of the total voting
rights of all the members who (being entitled to do so) vote
in person or by proxy on the resolution.
(4) If a resolution is passed at a general meeting—
(a) the resolution is not a special resolution unless the
notice of the meeting included the text of the
resolution and specified the intention to propose the
resolution as a special resolution; and
(b) if the notice of the meeting so specified, the resolution
may only be passed as a special resolution.

(5) A reference to an extraordinary resolution of a company
or of a meeting of any class of members of a company—
(a) contained in any Ordinance that was enacted or
document that existed before 31 August 1984; and
(b) deemed, in relation to a resolution passed or to be
passed on or after that date, to be a special resolution
of the company or meeting under section 116(5) of the
predecessor Ordinance,
continues to be deemed to be such a special resolution of
the company or meeting.
 

Subdivision 4     Calling Meetings
565.
Directors’ power to call general meeting
The directors of a company may call a general meeting of the
company.
566.
Members’ power to request directors to call general meeting
(1) The members of a company may request the directors to
call a general meeting of the company.
(2) The directors are required to call a general meeting if the
company has received requests to do so from members of
the company representing at least 5% of the total voting
rights of all the members having a right to vote at general
meetings.
(3) A request—
(a) must state the general nature of the business to be
dealt with at the meeting; and
(b) may include the text of a resolution that may properly
be moved and is intended to be moved at the meeting.

(4) Requests may consist of several documents in like form.
(5) A request—
(a) may be sent to the company in hard copy form or in
electronic form; and
(b) must be authenticated by the person or persons
making it.
567.
Directors’ duty to call general meeting requested by members
(1) Directors required under section 566 to call a general
meeting must call a meeting within 21 days after the date
on which they become subject to the requirement.
(2) A meeting called under subsection (1) must be held on a
date not more than 28 days after the date of the notice
convening the meeting.
(3) If the requests received by the company identify a
resolution that may properly be moved and is intended to
be moved at the meeting, the notice of the meeting must
include notice of the resolution.
(4) The business that may be dealt with at the meeting includes
a resolution of which notice has been included in the notice
of meeting in accordance with subsection (3).
(5) If the resolution is to be proposed as a special resolution,
the directors are to be regarded as not having duly called
the meeting unless the notice of the meeting includes the
text of the resolution and specifies the intention to propose
the resolution as a special resolution.
568.
Members’ power to call general meeting at company’s expense
(1) If the directors—
(a) are required under section 566 to call a general
meeting; and
(b) do not do so in accordance with section 567,the members who requested the meeting, or any of them
representing more than one half of the total voting rights
of all of them, may themselves call a general meeting.
(2) If the requests received by the company identify a
resolution that may properly be moved and is intended to
be moved at the meeting, the notice of the meeting must
include notice of the resolution.
(3) The meeting must be called for a date not more than 3
months after the date on which the directors become
subject to the requirement to call a meeting.
(4) The meeting must be called in the same manner, as nearly
as possible, as that in which that meeting is required to be
called by the directors of the company.
(5) The business that may be dealt with at the meeting includes
a resolution of which notice has been included in the notice
of meeting in accordance with subsection (2).
(6) Any reasonable expenses incurred by the members
requesting the meeting by reason of the failure of the
directors duly to call a meeting must be reimbursed by the
company.
(7) Any sum so reimbursed must be retained by the company
out of any sum due or to become due from the company
by way of fees or other remuneration in respect of the
services of the directors who were in default.
569.
Members’ power to call general meeting when there is no director
etc.
(1) If at any time a company does not have any director or
does not have sufficient directors capable of acting to form
a quorum, any director, or any 2 or more members of the
company representing at least 10% of the total voting
rights of all the members having a right to vote at general
meetings, may call a general meeting in the same manner,as nearly as possible, as that in which general meetings may
be called by the directors of the company.
(2) Subsection (1) has effect in so far as the articles of the
company do not make other provision in that behalf.
570.
Power of Court to order meeting
(1) This section applies if for any reason it is impracticable—
(a) to call a general meeting of a company in any manner
in which general meetings of that company may be
called; or
(b) to conduct the meeting in the manner prescribed by
the company’s articles or this Ordinance.
(2) The Court may, either of its own motion or on
application—
(a) by a director of the company; or
(b) by a member of the company who would be entitled
to vote at the meeting,
order a general meeting of the company to be called, held
and conducted in any manner the Court thinks fit.
(3) If the order is made, the Court may give any ancillary or
consequential directions that it thinks expedient.
(4) Directions given under subsection (3) may include a
direction that one member of the company present at the
meeting in person or by proxy is to be regarded as
constituting a quorum.
(5) A general meeting called, held and conducted in accordance
with an order under subsection (2) is to be regarded for all
purposes as a general meeting of the company duly called,
held and conducted.(6) The legal personal representative of a deceased member of
a company is to be regarded in all respects, for the purposes
of this section, as a member of the company having the
same rights with respect to attending and voting at a
meeting of the company as the deceased member would, if
living, have had.
 

Subdivision 5     Notice of Meetings
571.
Notice required of general meeting
(1) A general meeting of a company (other than an adjourned
meeting) must be called by notice of—
(a) in the case of an annual general meeting, at least 21
days; and
(b) in any other case—
(i) if the company is a limited company, at least 14
days; and
(ii) if the company is an unlimited company, at least
7 days.
(2) If the company’s articles require a longer period of notice
than that specified in subsection (1), a general meeting of a
company (other than an adjourned meeting) must be called
by notice of that longer period.
(3) A general meeting of a company is to be regarded, despite
the fact that it is called by shorter notice than that specified
in subsection (1) or in the company’s articles, as having
been duly called if it is so agreed—
(a) in the case of an annual general meeting, by all the
members entitled to attend and vote at the meeting;
and

(b) in any other case, by a majority in number of the
members having the right to attend and vote at the
meeting, being a majority together representing at least
95% of the total voting rights at the meeting of all the
members.
572.
Manner in which notice to be given
(1) Notice of a general meeting of a company must be given—
(a) in hard copy form or in electronic form; or
(b) by making the notice available on a website,
or partly by one of those means and partly by another.
(2) If a company has given an electronic address in a notice
calling a meeting, it is to be regarded as having agreed that
any document or information relating to proceedings at the
meeting may be sent by electronic means to that address
(subject to any conditions or limitations specified in the
notice).
573.
Publication of notice of general meeting on website
(1) Without limiting Part 18, notice of a general meeting is not
validly given by a company by making it available on a
website unless it is given in accordance with this section.
(2) When the company notifies a member of the availability of
the notice on the website, the notification must—
(a) state that it concerns a notice of a company meeting;
(b) specify the place, date and time of the meeting; and
(c) in the case of an annual general meeting, state that it
is an annual general meeting.
(3) The notice must be available on the website throughout
the period beginning on the date of that notification and
ending on the conclusion of the meeting.574.
Persons entitled to receive notice of general meeting
(1) Notice of a general meeting of a company must be given
to—
(a) every member of the company; and
(b) every director.
(2) In subsection (1), the reference to a member includes any
person who is entitled to a share in consequence of the
death or bankruptcy of a member, if the company has been
notified of that person’s entitlement.
(3) Subsections (1) and (2) have effect subject to any provision
of the company’s articles.
(4) In the case of a listed company, notice of a general meeting
of the company must be given to every member not entitled
to vote at the meeting at the same time and in the same
manner as notice of the meeting is given to members who
are so entitled.
(5) A company is only required to comply with subsection (4)
if the company is required to give notice of a general
meeting of the company to members who are entitled to
vote at the general meeting.
(6) Despite subsection (4), if a meeting is called at any time by
shorter notice than that specified in section 571(1) or in the
company’s articles, subsection (4) is to be regarded as
having been complied with if the notice required to be
given under that subsection is given as soon as practicable
after that time.
575.
Duty to give notice of general meeting to auditor
(1) If notice of a general meeting of a company or any other
document relating to the general meeting is required to be
given to a member, the company must give a copy of it to
its auditor (if more than one auditor, to everyone of them)at the same time as the notice or the other document is
given to the member.
(2) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
576.
Contents of notice of general meeting
(1) A company must ensure that a notice of a general meeting
of the company—
(a) specifies the date and time of the meeting;
(b) specifies the place of the meeting (and if the meeting
is to be held in 2 or more places, the principal place
of the meeting and the other place or places of the
meeting);
(c) states the general nature of the business to be dealt
with at the meeting;
(d) in the case of a notice calling an annual general
meeting, states that the meeting is an annual general
meeting; and
(e) if a resolution is intended to be moved at the
meeting—
(i) includes notice of the resolution; and
(ii) (where the company is not a wholly owned
subsidiary) includes or is accompanied by a
statement containing the information and
explanation, if any, that is reasonably necessary to
indicate the purpose of the resolution.
(2) Subsection (1)(a), (b) and (c) has effect subject to any
provision of the company’s articles.
(3) Subsection (1)(e) does not apply in relation to a resolution
of which—(a) notice has been included in the notice of meeting
under section 567(3) or 568(2); or
(b) notice has been given under section 615.
(4) If a company contravenes subsection (1)(e), the company,
and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
(5) The validity of a resolution, if passed at a general meeting
of a company, is not affected by a contravention of
subsection (1)(e).
(6) Subsection (5) does not affect any common law rules
or equitable principles, or the provisions of any other
Ordinance, as regards the validity of a resolution.
(7) In subsection (1)(e)—
wholly owned subsidiary (全資附屬公司) has the meaning given
by section 357(3).
577.
Explanation of improving director’s emoluments to be set out in
notice of general meeting
(1) A company must not at a general meeting amend its
articles so as to provide emoluments or improved
emoluments for a director of the company in respect of the
office as director unless—
(a) there is set out in the notice calling the meeting or
in a document attached to the notice an adequate
explanation of the provision; and
(b) the provision is approved by a resolution not relating
also to other matters.
(2) In this section—
emoluments (薪酬) includes—
(a) fees and percentages;
(b) any sums paid by way of expenses allowance;

(c) any contribution paid in respect of the director under
any pension scheme; and
(d) any benefits received by the director otherwise than in
cash in respect of the director’s services as director.
578.
Resolution requiring special notice
(1) If by any provision of this Ordinance special notice is
required to be given of a resolution, the resolution is not
effective unless notice of the intention to move it has been
given to the company at least 28 days before the meeting at
which it is moved.
(2) The company must, if practicable, give its members notice
of the resolution at the same time and in the same manner
as it gives notice of the meeting.
(3) If that is not practicable, the company must give its members
notice of the resolution at least 14 days before the meeting—
(a) by advertisement in a newspaper circulating generally
in Hong Kong; or
(b) in any other manner allowed by the company’s articles.
(4) If, after notice of the intention to move the resolution has
been given to the company, a meeting is called for a date 28
days or less after the notice has been given, the notice is to
be regarded as having been properly given, though not
given within the time required.
579.
Accidental omission to give notice of meeting or resolution
(1) If a company gives notice of—
(a) a general meeting; or
(b) a resolution intended to be moved at a general meeting,

any accidental omission to give notice to, or any non-
receipt of notice by, any person entitled to receive notice
must be disregarded for the purpose of determining
whether notice of the meeting or resolution is duly given.
(2) Except in relation to notice given under section 567, 568 or
616, subsection (1) has effect subject to any provision of
the company’s articles.
 

Subdivision 6     Members’ Statements
580.
Members’ power to request circulation of statement
(1) A member of a company may request the company to
circulate, to members of the company entitled to receive
notice of a general meeting, a statement of not more than
1 000 words with respect to—
(a) a matter mentioned in a proposed resolution to be
dealt with at that meeting; or
(b) other business to be dealt with at that meeting.
(2) However, each member may only request the company to
circulate—
(a) one such statement with respect to the resolution
mentioned in subsection (1)(a); and
(b) one such statement with respect to the other business
mentioned in subsection (1)(b).
(3) A company is required to circulate the statement if it has
received requests to do so from—
(a) members representing at least 2.5% of the total voting
rights of all the members who have a relevant right to
vote; or
(b) at least 50 members who have a relevant right to vote.

(4) In subsection (3)—
relevant right to vote (相關表決權利) means—
(a) in relation to a statement with respect to a matter
mentioned in a proposed resolution, a right to vote on
that resolution at the meeting to which the requests
relate; and
(b) in relation to any other statement, a right to vote at
the meeting to which the requests relate.
(5) A request under subsection (3)—
(a) may be sent to the company in hard copy form or in
electronic form;
(b) must identify the statement to be circulated;
(c) must be authenticated by the person or persons
making it; and
(d) must be received by the company at least 7 days before
the meeting to which it relates.
581.
Company’s duty to circulate members’ statement
(1) A company that is required under section 580 to circulate a
statement must send a copy of it to each member of the
company entitled to receive notice of the meeting—
(a) in the same manner as the notice of the meeting; and
(b) at the same time as, or as soon as reasonably
practicable after, it gives notice of the meeting.
(2) Subsection (1) has effect subject to sections 582(2) and 583.
(3) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 5.582.
Expenses of circulating members’ statement
(1) The expenses of the company in complying with section
581 need not be paid by the members who requested the
circulation of the statement if—
(a) the meeting to which the requests relate is an annual
general meeting of the company; and
(b) requests sufficient to require the company to circulate
the statement are received in time to enable the
company to send a copy of the statement at the same
time as it gives notice of the meeting.
(2) Otherwise—
(a) the expenses of the company in complying with section
581 must be paid by the members who requested the
circulation of the statement unless the company
resolves otherwise; and
(b) unless the company has previously so resolved, it is
not bound to comply with that section unless there is
deposited with or tendered to it, not later than 7 days
before the meeting, a sum reasonably sufficient to meet
its expenses in doing so.
583.
Application not to circulate members’ statement
(1) A company is not required to circulate a statement under
section 581 if, on an application by the company or another
person who claims to be aggrieved, the Court is satisfied
that the rights given by section 580 are—
(a) being abused; or
(b) being used to secure needless publicity for defamatory
matter.
(2) The Court may order the members who requested the
circulation of the statement to pay the whole or part of the
company’s costs on an application under subsection (1),
even if they are not parties to the application.

Subdivision 7     Procedure at Meetings
584.
Meeting at 2 or more places
(1) A company may hold a general meeting at 2 or more places
using any technology that enables the members of the
company who are not together at the same place to listen,
speak and vote at the meeting.
(2) Subsection (1) has effect subject to any provision of the
company’s articles.
585.
Quorum at meeting
(1) If a company has only one member, that member present
in person or by proxy is a quorum of a general meeting of
the company.
(2) If that member of the company is a body corporate, that
member present by its corporate representative is also a
quorum of a general meeting of the company.
(3) Subject to subsection (1) and the provisions of a company’s
articles, 2 members present in person or by proxy is a
quorum of a general meeting of the company.
(4) If a member of the company is a body corporate, that
member present by its corporate representative counts
towards a quorum of a general meeting of the company.
(5) In this section—
corporate representative (法團代表) means a person authorized
under section 606 to act as the representative of the body
corporate.

586.
Chairperson of meeting
(1) A member may be elected to be the chairperson of a
general meeting by a resolution of the company passed at
the meeting.
(2) Subsection (1) is subject to any provision of the company’s
articles that states who may or who may not be
chairperson.
587.
Resolution passed at adjourned meeting
If a resolution is passed at an adjourned meeting of a company,
the resolution is for all purposes to be regarded as having been
passed on the date on which it was in fact passed, and is not to
be regarded as having been passed on any earlier date.
 

Subdivision 8     Voting at Meetings
588.
General rules on votes
(1) On a vote on a resolution on a show of hands at a general
meeting—
(a) every member present in person has one vote; and
(b) every proxy present who has been duly appointed by a
member entitled to vote on the resolution has one
vote.
(2) If a member appoints more than one proxy, the proxies so
appointed are not entitled to vote on the resolution on a
show of hands.
(3) On a vote on a resolution on a poll taken at a general
meeting—

(a) in the case of a company having a share capital—
(i) every member present in person has one vote for
each share held by him or her; and
(ii) every proxy present who has been duly appointed
by a member has one vote for each share held by
that member; and
(b) in the case of a company not having a share capital—
(i) every member present in person has one vote; and
(ii) every proxy present who has been duly appointed
by a member entitled to vote on the resolution
has one vote.
(4) Subsections (1), (2) and (3) have effect subject to any
provision of the company’s articles.
(5) If any shares in a company are held in trust for the
company, those shares do not, for so long as they are so
held, confer any right to vote at a general meeting of the
company.
589.
Votes of joint holders of shares
(1) In the case of joint holders of shares of a company, only
the vote of the most senior holder who votes (and any
proxies duly authorized by the holder) may be counted by
the company.
(2) For the purposes of this section, the seniority of a holder
of a share is determined by the order in which the names
of the joint holders appear in the register of members of
the company.
(3) Subsections (1) and (2) have effect subject to any provision
of the company’s articles.590.
Declaration by chairperson on show of hands
(1) On a vote on a resolution on a show of hands at a general
meeting, a declaration by the chairperson that the
resolution—
(a) has or has not been passed; or
(b) passed by a particular majority,
is conclusive evidence of that fact without proof of the
number or proportion of the votes recorded in favour of or
against the resolution.
(2) An entry in respect of the declaration in minutes of the
meeting recorded in accordance with section 618 is also
conclusive evidence of that fact without the proof.
(3) This section does not have effect if a poll is demanded in
respect of the resolution before or on the declaration under
subsection (1) (and the demand is not subsequently
withdrawn).
591.
Right to demand poll
(1) A provision of a company’s articles is void in so far as it
would have the effect of excluding the right to demand a
poll at a general meeting on any question other than—
(a) the election of the chairperson of the meeting; or
(b) the adjournment of the meeting.
(2) A provision of a company’s articles is void in so far as it
would have the effect of making ineffective a demand for a
poll at a general meeting on any question other than those
specified in subsection (1)(a) and (b), which is made—
(a) by at least 5 members having the right to vote at the
meeting;(b) by a member or members representing at least 5% of
the total voting rights of all the members having the
right to vote at the meeting; or
(c) by the chairperson of the meeting.
(3) The appointment of a proxy to vote on a matter at a
general meeting of a company authorizes the proxy to
demand, or join in demanding, a poll on that matter.
(4) In applying subsection (2), a demand by a proxy counts—
(a) for the purposes of subsection (2)(a), as a demand by
the member; and
(b) for the purposes of subsection (2)(b), as a demand by
a member representing the voting rights that the proxy
is authorized to exercise.
592.
Chairperson’s duty to demand poll
If, before or on the declaration of the result on a show of hands
at a general meeting, the chairperson of the meeting knows
from the proxies received by the company that the result on a
show of hands will be different from that on a poll, the
chairperson must demand a poll.
593.
Voting on poll
On a poll taken at a general meeting of a company, a member
entitled to more than one vote need not, if the member votes—
(a) use all the votes; or
(b) cast all the votes the member uses in the same way.
594.
Company’s duty to record result of poll in minutes of general
meeting
(1) In respect of a resolution decided on a poll taken at a
general meeting of a company, the company must record in
the minutes of proceedings of the general meeting—(a) the result of the poll;
(b) the total number of votes that could be cast on the
resolution;
(c) the number of votes in favour of the resolution; and
(d) the number of votes against the resolution.
(2) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
595.
Saving for provisions of articles as to determination of entitlement
to vote
Nothing in this Subdivision affects—
(a) any provision of a company’s articles—
(i) requiring an objection to a person’s entitlement to
vote on a resolution to be made in accordance
with the articles; and
(ii) for the determination of the objection to be final
and conclusive; or
(b) the grounds on which such a determination may be
questioned in legal proceedings.
 

Subdivision 9     Proxies and Corporate Representatives
596.
Right to appoint proxy
(1) Subject to subsection (2), a member of a company is
entitled to appoint another person (whether a member or
not) as a proxy to exercise all or any of the member’s rights
to attend and to speak and vote at a general meeting of the
company.

(2) In the case of a company limited by guarantee, the
company’s articles may require that a proxy must be a
member of the company and if the company’s articles so
require, a member of the company may only appoint
another member as a proxy.
(3) In the case of a company having a share capital, a member
of the company may appoint separate proxies to represent
respectively the number of the shares held by the member
that is specified in their instruments of appointment.
597.
Notice of meeting to contain statement of rights etc.
(1) A company must ensure that in a notice calling a general
meeting of the company, there must appear, with
reasonable prominence, a statement informing the member
of—
(a) the rights under section 596(1) and (3); and
(b) the requirement under section 596(2).
(2) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
(3) A contravention of subsection (1) does not affect the
validity of the meeting or of anything done at the meeting.
598.
Notice required of appointment of proxy etc.
(1) This section applies to—
(a) the appointment of a proxy; and
(b) any document necessary to show the validity of, or
otherwise relating to, the appointment of a proxy.
(2) A provision of the company’s articles is void in so far as it
would have the effect of requiring the appointment or
document to be received by the company or another person
earlier than the following time—

(a) in the case of a general meeting or adjourned general
meeting, 48 hours before the time for holding the
meeting or adjourned meeting;
(b) in the case of a poll taken more than 48 hours after it
was demanded, 24 hours before the time appointed for
the taking of the poll.
(3) In calculating the periods mentioned in subsection (2), no
account is to be taken of any part of a day that is a public
holiday.
599.
Sending documents relating to proxies in electronic form
(1) If a company has given an electronic address in—
(a) an instrument of proxy issued by the company in
relation to a general meeting; or
(b) an invitation to appoint a proxy issued by the company
in relation to the meeting,
it is to be regarded as having agreed that any document or
information relating to proxies for that meeting may be
sent by electronic means to that address (subject to any
conditions or limitations specified in the instrument or
invitation).
(2) In subsection (1), documents relating to proxies include—
(a) the appointment of a proxy in relation to a general
meeting;
(b) any document necessary to show the validity of, or
otherwise relating to, the appointment of a proxy; and
(c) notice of the termination of the authority of a proxy.

 (4) A person who knowingly and wilfully contravenes
subsection (2) or (3) commits an offence and is liable to a
fine at level 3.
604.
Notice required of termination of proxy’s authority
(1) This section applies to a notice that the authority of a
person to act as proxy is terminated (notice of termination).
(2) The termination of the authority of a person to act as
proxy does not affect—
(a) whether there is a quorum at a general meeting
(irrespective of whether the proxy has been counted in
deciding the question);
(b) the validity of anything the person does as chairperson
of a general meeting; or
(c) the validity of a poll demanded by the person at a
general meeting,
unless the company receives notice of the termination
before the commencement of the meeting.
(3) The termination of the authority of a person to act as
proxy does not affect the validity of a vote given by that
person unless the company receives notice of the
termination—
(a) before the commencement of the meeting or adjourned
meeting at which the vote is given; or
(b) in the case of a poll taken more than 48 hours after it
is demanded, before the time appointed for the taking
of the poll.
(4) If the company’s articles require or permit members to give
notice of termination to a person other than the company,
the references in subsections (2) and (3) to the company
receiving notice have effect as if they were—

 (a) references to that person; or
(b) references to the company or that person,
as the case requires.
(5) Subsections (2) and (3) have effect subject to any provision
of the company’s articles that has the effect of requiring
notice of termination to be received by the company or
another person at a time earlier than that specified in those
subsections.
(6) Subsection (5) is subject to subsection (7).
(7) A provision of the company’s articles is void in so far as it
would have the effect of requiring notice of termination to
be received by the company or another person earlier than
the following time—
(a) in the case of a general meeting or adjourned general
meeting, 48 hours before the time for holding the
meeting or adjourned meeting;
(b) in the case of a poll taken more than 48 hours after it
was demanded, 24 hours before the time appointed for
the taking of the poll.
(8) In calculating the periods mentioned in subsections (3)(b)
and (7), no account is to be taken of any part of a day that
is a public holiday.
605.
Effect of member’s voting in person on proxy’s authority
(1) A proxy’s authority in relation to a resolution is to be
regarded as revoked if the member who has appointed the
proxy—
(a) attends in person the general meeting at which the
resolution is to be decided; and
(b) exercises, in relation to that resolution—

 (i) the voting right attached to the shares in respect
of which the proxy is appointed; or
(ii) if the company does not have a share capital, the
voting right the member is entitled to exercise.
(2) A member who is entitled to attend, speak or vote (either
on a show of hands or on a poll) at a general meeting
remains so entitled in respect of that meeting or any
adjournment of it, even though a valid appointment of a
proxy has been delivered to the company by or on behalf
of that member.
606.
Representation of body corporate at meetings
(1) A body corporate may by resolution of its directors or
other governing body—
(a) if it is a member of a company, authorize any person
it thinks fit to act as its representative at any meeting
of the company; and
(b) if it is a creditor (including a holder of debentures) of
a company, authorize any person it thinks fit to act as
its representative at any meeting of any creditors of
the company held under the provisions of—
(i) this Ordinance; or
(ii) any debenture or trust deed or other instrument.
(2) A person authorized under subsection (1) is entitled to
exercise the same powers on behalf of the body corporate
as that body corporate could exercise if it were an individual
member, creditor, or holder of debentures, of the company.
607.
Representation of recognized clearing house at meetings
(1) A recognized clearing house within the meaning of section
1 of Part 1 of Schedule 1 to the Securities and Futures
Ordinance (Cap. 571) may, if it or its nominee is a member

 of a company, authorize any person or persons it thinks fit
to act as its representative or representatives, at any meeting
of the company.
(2) If more than one person is authorized under subsection (1),
the authorization must specify the number and class of
shares in respect of which each person is so authorized.
(3) A person authorized under subsection (1) is entitled to
exercise the same powers on behalf of the recognized
clearing house (or its nominee) as that clearing house (or
its nominee) could exercise if it were an individual member
of the company.
608.
Saving for more extensive rights given by articles
Nothing in this Subdivision prevents a company’s articles from
giving more extensive rights to members or proxies than are
given by this Subdivision.
 

Subdivision 10     Annual General Meetings
609.
Interpretation
In this Subdivision—
accounting reference period (會計參照期) has the meaning given
by section 368.
610.
Requirement to hold annual general meeting
(1) Subject to subsections (2) and (3), a company must, in
respect of each financial year of the company, hold a
general meeting as its annual general meeting within the
following period (in addition to any other meetings held
during the period)—

 (a) in the case of a private company or a company limited
by guarantee, 9 months after the end of its accounting
reference period by reference to which the financial
year is to be determined; and
(b) in the case of any other company, 6 months after the
end of its accounting reference period by reference to
which the financial year is to be determined.
(2) If the accounting reference period mentioned in subsection
(1) is the first accounting reference period of the company
and is longer than 12 months, the company must hold a
general meeting as its annual general meeting within the
following period—
(a) in the case of a private company or a company limited
by guarantee—
(i) 9 months after the anniversary of the company’s
incorporation; or
(ii) 3 months after the end of that accounting
reference period,
whichever is the later; and
(b) in the case of any other company—
(i) 6 months after the anniversary of the company’s
incorporation; or
(ii) 3 months after the end of that accounting
reference period,
whichever is the later.
(3) If a company has by a directors’ resolution under section
371 or a notice delivered to the Registrar under that
section, shortened an accounting reference period, the
company must hold a general meeting as its annual general
meeting within the following period—

 (a) in the case of a private company or a company limited
by guarantee—
(i) 9 months after the end of the shortened
accounting reference period; or
(ii) 3 months after the date of the directors’
resolution,
whichever is the later; and
(b) in the case of any other company—
(i) 6 months after the end of the shortened
accounting reference period; or
(ii) 3 months after the date of the directors’
resolution,
whichever is the later.
(4) A private company mentioned in subsections (1), (2) and (3)
does not include a private company that is, at any time
during the financial year, a subsidiary of a public company.
(5) If for any reason the Court thinks fit to do so, it may, on
an application made before the end of the period otherwise
allowed for holding an annual general meeting in respect of
a financial year of a company, by order extend that period
by a further period specified in the order.
(6) If the period otherwise allowed for holding an annual
general meeting in respect of a financial year of a company
has been extended under subsection (5), the company must
hold a general meeting as its annual general meeting within
the period as so extended.
(7) If a company contravenes subsection (1), (2), (3) or (6),
the Court may, on application by any member of the
company—
(a) call, or direct the calling of, a general meeting of the
company; and

 (b) give any ancillary or consequential directions that the
Court thinks expedient, including—
(i) a direction modifying or supplementing, in
relation to the calling, holding and conducting
of the meeting, the operation of the company’s
articles; and
(ii) a direction that one member of the company
present in person or by proxy is to be regarded as
constituting a meeting.
(8) Subject to any directions of the Court, a general meeting
held under subsection (7) is to be regarded as an annual
general meeting of the company in respect of the financial
year in respect of which the company has failed to hold an
annual general meeting in accordance with this section.
(9) If a company contravenes subsection (1), (2), (3) or (6), or
contravenes a direction given under subsection (7), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5.
611.
Exemption of dormant company from requirement to hold annual
general meeting
(1) Section 610 does not apply to a company that is a dormant
company under section 5(1).
(2) If such a company enters into an accounting transaction,
subsection (1) ceases to have effect on and after the date of
the accounting transaction.
612.
Circumstances in which company not required to hold annual
general meeting
(1) A company is not required to hold an annual general
meeting in accordance with section 610 if—

 (a) everything that is required or intended to be done at
the meeting (by resolution or otherwise) is done by a
written resolution; and
(b) a copy of each document that under this Ordinance
would otherwise be required to be laid before the
company at the meeting or otherwise produced at the
meeting is provided to each member, on or before the
circulation date of the written resolution.
(2) A company is also not required to hold an annual general
meeting in accordance with section 610 if—
(a) the company has only one member; or
(b) all of the following are satisfied—
(i) the company has by resolution passed in
accordance with section 613(1) dispensed with the
holding of the annual general meeting;
(ii) the company has not revoked the resolution under
section 614(1), or the company has revoked the
resolution under that section but is not required
to hold an annual general meeting under section
614(2)(b);
(iii) no member of the company has required the
holding of the annual general meeting under
section 613(5).
613.
Dispensation with annual general meeting
(1) A company may, by resolution passed in accordance with
subsection (3), dispense with the holding of annual general
meetings in accordance with section 610.
(2) A resolution mentioned in subsection (1) may be passed by
a written resolution or at a general meeting.

 (3) Despite any other provision of this Ordinance, a resolution
mentioned in subsection (1) is only to be regarded as
passed if it has been passed by all members of the
company who—
(a) are entitled to vote on the resolution on the date of
the resolution; or
(b) in the case of a written resolution, are entitled to vote
on the resolution on the circulation date of the
resolution.
(4) A resolution under subsection (1)—
(a) is not to have effect for the financial year in respect of
which the period specified in section 610 for holding
an annual general meeting of the company has
expired; and
(b) does not affect any liability already incurred by reason
of default in holding an annual general meeting.
(5) If an annual general meeting would be required to be held
in respect of a financial year but for this section, and the
meeting has not been held, any member of the company
may, by notice to the company not later than 3 months
before the end of the period within which the company
would be required to hold an annual general meeting in
respect of that financial year but for this section, require
the holding of an annual general meeting in respect of that
financial year.
(6) A notice mentioned in subsection (5) must be given in hard
copy form or in electronic form.
(7) If a notice mentioned in subsection (5) is given, section 610
applies in respect of the financial year to which the notice
relates.

 614.
Revocation of resolution dispensing with annual general meeting
(1) A company may revoke a resolution mentioned in section
613(1) by passing an ordinary resolution to that effect.
(2) If a resolution mentioned in section 613(1) is revoked or
otherwise ceases to have effect, the company—
(a) is required to hold an annual general meeting in
accordance with section 610; but
(b) is not required to hold an annual general meeting in
respect of a financial year that, but for this paragraph,
would be required to be held within 3 months after the
resolution ceases to have effect.
(3) Subsection (2) does not affect any obligation of the
company to hold an annual general meeting in respect of a
financial year in accordance with a notice given under
section 613(5).
615.
Members’ power to request circulation of resolution for annual
general meeting
(1) If a company is required to hold an annual general meeting
under section 610, the members of the company may
request the company to give, to members of the company
entitled to receive notice of the annual general meeting,
notice of a resolution that may properly be moved and is
intended to be moved at that meeting.
(2) A company must give notice of a resolution if it has
received requests that it do so from—
(a) the members of the company representing at least 2.5%
of the total voting rights of all the members who have
a right to vote on the resolution at the annual general
meeting to which the requests relate; or

 (b) at least 50 members who have a right to vote on the
resolution at the annual general meeting to which the
requests relate.
(3) A request—
(a) may be sent to the company in hard copy form or in
electronic form;
(b) must identify the resolution of which notice is to be
given;
(c) must be authenticated by the person or persons
making it; and
(d) must be received by the company not later than—
(i) 6 weeks before the annual general meeting to
which the requests relate; or
(ii) if later, the time at which notice is given of that
meeting.
616.
Company’s duty to circulate resolution for annual general meeting
(1) A company that is required under section 615 to give notice
of a resolution must send a copy of it at the company’s
own expense to each member of the company entitled to
receive notice of the annual general meeting—
(a) in the same manner as the notice of the meeting; and
(b) at the same time as, or as soon as reasonably
practicable after, it gives notice of the meeting.
(2) The business that may be dealt with at an annual general
meeting includes a resolution of which notice is given in
accordance with subsection (1).
(3) For the purposes of subsection (2), notice is to be regarded
as having been given in accordance with subsection (1)
despite the accidental omission to give notice to one or
more members.

 (4) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 5.
 

Subdivision 11     Records of Resolutions and Meetings
617.
Written record where company has only one member
(1) This section applies if a company has only one member
and that member takes any decision that—
(a) may be taken by the company at a general meeting;
and
(b) has effect as if agreed by the company at a general
meeting.
(2) The member must, unless the decision is taken by way of a
written resolution, provide the company with a written
record of that decision within 7 days after the decision is
made.
(3) A person who contravenes subsection (2) commits an
offence and is liable to a fine at level 3.
(4) A contravention of subsection (2) does not affect the
validity of any decision mentioned in that subsection.
618.
Records of resolutions and meetings, etc.
(1) A company must keep records comprising—
(a) copies of all resolutions of members passed otherwise
than at general meetings;
(b) minutes of all proceedings of general meetings; and
(c) all written records provided to the company in
accordance with section 116BC(1) of the predecessor
Ordinance or section 617(2).

 (2) A company must keep the copy, minutes or written record
under subsection (1) for at least 10 years from the date of
the resolution, meeting or decision, as the case may be.
(3) If a company contravenes subsection (1) or (2), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5
and, in the case of a continuing offence, to a further fine of
$1,000 for each day during which the offence continues.
619.
Place where records must be kept
(1) A company must keep the records mentioned in section 618
at—
(a) the company’s registered office; or
(b) a prescribed place.
(2) A company must notify the Registrar of the place at which
the records mentioned in section 618 are kept. The notice
must be in the specified form and delivered to the Registrar
for registration within 15 days after the records are first
kept at that place.
(3) A company must notify the Registrar of any change (other
than a change of the address of the company’s registered
office) in the place at which the records mentioned in
section 618 are kept. The notice must be in the specified
form and delivered to the Registrar for registration within
15 days after the change.
(4) Subsection (2) does not require a company to notify the
Registrar of the place at which the records mentioned in
section 618 are kept—
(a) if, in the case of records that came into existence on or
after the commencement date of this section, they have
at all times been kept at the company’s registered
office; or

 (b) if—
(i) immediately before that commencement date, the
company kept the records for the purposes of
section 119A of the predecessor Ordinance; and
(ii) on and after that commencement date, the records
are kept for the purposes of section 618 at the
place at which they were kept immediately before
that commencement date.
(5) If a company contravenes subsection (1), (2) or (3), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5
and, in the case of a continuing offence, to a further fine of
$1,000 for each day during which the offence continues.
(6) In this section—
prescribed (訂明) means prescribed by regulations made under
section 657.
620.
Right to inspect and request copy
(1) A member of a company is entitled, on request made in
the prescribed manner and without charge, to inspect, in
accordance with regulations made under section 657, the
records kept by the company under section 618.
(2) A member of the company is entitled, on request and on
payment of a prescribed fee, to be provided with a copy of
any of those records in accordance with regulations made
under section 657.
(3) In this section—
prescribed (訂明) means prescribed by regulations made under
section 657.

 621.
Records as evidence of resolutions etc.
(1) If the record of a resolution of members passed otherwise
than at a general meeting is kept under section 618(1)(a)
and purports to be signed by a director of the company or
company secretary of the company, then—
(a) the record is evidence of the passing of the resolution;
and
(b) until the contrary is proved, the requirements of this
Ordinance with respect to those proceedings are to be
regarded as having been complied with.
(2) The minutes of proceedings of a general meeting, if
purporting to be signed by the chairperson of that meeting
or by the chairperson of the next general meeting, are
evidence of the proceedings.
(3) If the record of the minutes of proceedings of a general
meeting of a company is kept under section 618(1)(b), then,
until the contrary is proved—
(a) the meeting is to be regarded as having been duly held
and convened;
(b) all proceedings at the meeting are to be regarded as
having duly taken place; and
(c) all appointments made at the meeting are to be
regarded as valid.
(4) If a company has only one member and that member
provides the company with a written record of a decision
in accordance with section 617(2), the record is sufficient
evidence of the decision having been taken by the member.
622.
Registration of and requirements relating to certain resolutions,
etc.
(1) This section applies to—

 (a) a special resolution, other than a special resolution to
change the name of a company passed under section
107 or 770;
(b) a resolution agreed to by all the members of a
company that, if not so agreed to, would not have
been effective for its purpose unless passed as a special
resolution;
(c) a resolution or agreement agreed to by all the members
of a class that, if not so agreed to, would not have
been effective for its purpose unless passed by some
particular majority or otherwise in some particular
manner;
(d) a resolution or agreement that effectively binds all the
members of a class though not agreed to by all those
members;
(e) an agreement made for the purposes of section
359(1)(b)(iii);
(f) a resolution passed for the purposes of section
360(1)(a), (2)(a)(i), (2)(b)(i) or (2)(c)(i);
(g) a resolution passed under section 613;
(h) a resolution requiring a company to be wound
up voluntarily, passed under section 228(1)(a) of
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32);
(i) a resolution varying any matter or provision in the
articles of a company that is expressly authorized by
the articles to be varied by ordinary resolution;
(j) an order of the Court (which alters a company’s
articles) a copy of which is required to be delivered to
the Registrar under section 96; and

 (k) an order of the Court which alters a resolution or an
agreement referred to in paragraph (a), (b), (c), (d), (e),
(f), (g), (h) or (i).
(2) The company must deliver a copy of the order under
subsection (1)(k), resolution or agreement to the Registrar
for registration within 15 days after it is made or passed.
(3) The company must ensure that a copy of the resolution,
agreement or order of the Court that is for the time being
in force is included in or annexed to every copy of the
articles issued, as the case may be—
(a) after the passing of the resolution; or
(b) after the making of the agreement or the order of the
Court.
(4) Subsection (3) does not apply to an existing company
whose articles have not been registered under this
Ordinance or any former Companies Ordinance.
(5) If the company is an existing company whose articles have
not been registered under this Ordinance or any former
Companies Ordinance, the company must send a copy of
the resolution, agreement or order of the Court that is for
the time being in force to any member at that member’s
request, without charge.
(6) If the resolution or agreement is not in writing, a reference
to a copy of the resolution or agreement in subsections (2),
(3) and (5) is to be construed as a written memorandum
setting out the terms of the resolution or agreement.
(7) If a company contravenes subsection (2), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3 and, in the
case of a continuing offence, to a further fine of $300 for
each day during which the offence continues.

 (8) If a company contravenes subsection (3) or (5), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 3.
(9) For the purposes of subsections (7) and (8), a liquidator or
provisional liquidator of the company is to be regarded as
an officer of the company.
 

Subdivision 12     Application to Class Meetings
623.
Application to class meetings of companies with share capital
(1) Subject to subsections (2) and (3), this Division (except
Subdivision 10) applies, with necessary modifications, in
relation to a meeting of holders of shares in a class of a
company’s shares as it applies in relation to a general
meeting.
(2) Sections 566, 567, 568, 570 and 575 do not apply in relation
to a meeting of holders of shares in a class of a company’s
shares.
(3) In addition to those sections mentioned in subsection (2),
sections 585 and 591 do not apply in relation to a meeting
in connection with the variation of the rights attached to
shares in a class (variation of class rights meeting).
(4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned
meeting, 2 persons present in person or by proxy
together holding at least one-third of the total voting
rights of holders of shares in the class; and
(b) in the case of an adjourned meeting, one person
present in person or by proxy holding any shares in
the class.

 (5) For the purposes of subsection (4), if a person is present
by proxy, that person is to be regarded as holding only the
shares in respect of which the proxy is authorized to
exercise voting rights.
(6) At a variation of class rights meeting, any holder of shares
in the class who is present in person or by proxy may
demand a poll.
(7) For the purposes of this section—
(a) any amendment of a provision in a company’s articles
for the variation of the rights attached to shares in a
class, or the insertion of such a provision into the
articles, is itself to be regarded as a variation of those
rights; and
(b) a reference to the variation of the rights attached to
shares in a class includes the abrogation of those
rights.
624.
Application to class meetings of companies without share capital
(1) Subject to subsections (2) and (3), this Division (except
Subdivision 10) applies, with necessary modifications, in
relation to a meeting of a class of members of a company
without a share capital as it applies in relation to a general
meeting.
(2) Sections 566, 567, 568, 570 and 575 do not apply in relation
to a meeting of a class of members.
(3) In addition to those sections mentioned in subsection (2),
sections 585 and 591 do not apply in relation to a meeting
in connection with the variation of the rights of a class of
members (variation of class rights meeting).

 (4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned
meeting, 2 members of the class present in person or
by proxy together representing at least one-third of the
total voting rights of members of the class; and
(b) in the case of an adjourned meeting, one member of
the class present (in person or by proxy).
(5) At a variation of class rights meeting, any member present
in person or by proxy may demand a poll.
(6) For the purposes of this section—
(a) any amendment of a provision in a company’s articles
for the variation of the rights of a class of members,
or the insertion of such a provision into the articles, is
itself to be regarded as a variation of those rights; and
(b) a reference to the variation of the rights of a class of
members includes the abrogation of those rights.