Can a company convene its general meetings virtually?

In Loh Siew Choong v Khoo Chooi Thuan Liquidator, Lohman Holdings Sdn. Bhd, the plaintiff, a shareholder of Lohman Holdings Sdn Bhd, objected to a General Meeting held by the liquidator (defendant), claiming it breached the company’s Memorandum and Articles of Association (M&A). One of the grounds of the objection is that the meeting was done virtually by way of Zoom. The plaintiff argued that the M&A require physical presence of members to constitute a quorum and that the chairman of the directors, or a director chosen by the members, should preside over general meetings.

The plaintiff sought to have the meeting reconvened physically and to bar the liquidator from chairing future meetings. The liquidator applied to strike out the claim and argued that section 327 of the Companies Act 2016 permits virtual meetings if participation is reasonably enabled, among others.

Section 327 of the Companies Act 2016 provides that subject to the constitution, a company may convene a meeting of members at more than one venue using any technology or method that enables the members of the company to participate and to exercise the members’ rights to speak and vote at the meeting.

The High Court agreed with the liquidator and struck out the action. The Court held that the plaintiff’s reliance on the M&A does not override the statutory provisions that allows virtual meetings. The plaintiff’s allegations of prejudice are unsubstantiated, and no evidence was produced to show that the plaintiff was denied the opportunity to participate in the virtual meeting meaningfully.

An earlier version of this case summary was published by Foong Cheng Leong on LinkedIn.