The Government has put in place the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation, Cap. 599 G (“Regulations) with the view to combating COVID 19.
Under the Regulations, group gatherings of more than 4 persons are prohibited in any public place during the specified period, which is to last until 7 May 2020 at present and could be extended by notice published in the Gazette.
What is public place as defined under the Regulations ?
Under section 2 of the Regulations, public place is defined as a place to which the public or a section of public may or are permitted to have access from time to time, whether by payment or otherwise.
Would the Regulations be applicable to private company general meetings ?
No, if the general meetings of private companies are not held at public places.
Are there any exemptions under the Regulations applicable to holding general meetings in public place ?
Item 11 of Schedule 1 of the Regulations provides an exemption of any group gathering at a meeting of a body that must be held within a specified period in order to comply with any Ordinance or other regulatory instrument that governs the operation of the body or its business.
Annual general meetings required to be held under the Companies Ordinance, Cap. 622 generally fall within the exemption under Item 11 of the Regulations.
There are some provisions under the Companies Ordinance which require certain resolutions of members to be made or passed in general meetings within a specified period. Item 11 of the Regulations may also apply to general meetings other than Annual General Meetings of which resolutions of members have to be passed.
As to whether other types of general meetings fall under the exemption, this has to be determined on a case by case basis taking into account any specific requirements under the relevant Ordinance or other regulatory instruments governing the holding of such meeting.
Should private company avoid holding any general meetings during the COVID 19 Pandemic?
In deciding whether general meetings should be held in public places, the companies should consider :
1) whether there is any statutory requirement for holding the general meetings
2) whether any such requirement for the time of holding meetings could be extended or the meetings could be waived
3) the business or resolutions to be passed at general meetings are urgent or necessary for the operation of the companies
4) the importance of maintaining public health and safety and the attendances of the meetings
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