### Companies Ordinance 《公司條例》

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).

### Companies Ordinance 《公司條例》

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 each of them)— (Amended 35 of 2018 s. 59)
(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.

### Companies Ordinance 《公司條例》

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 each of them). (Amended 35 of 2018 s. 60)
(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).