HKSI Paper 1 Hong Kong law and the Companies Ordinance question: Lok Fu Industries Ltd

HKSI Paper 1Hong Kong law and the Companies Ordinance

Lok Fu Industries Ltd, an unlisted company, has an article allowing documents to be sent to members by website. On 2 March it individually asks Mr Tam to agree to website delivery, clearly stating the effect of not replying. He never replies. When may he be treated as having agreed?

A When 14 days beginning on 2 March pass with no response from him
B Never, because an unlisted company needs his signed express consent
C Once members pass a special resolution approving website delivery
D When 28 days beginning on 2 March pass with no response from him

Show the answer and explanation

Answer: D. When 28 days beginning on 2 March pass with no response from him

Under s.833(4) of Cap. 622 a member is regarded as having agreed to website communication if the articles (or a members' resolution) allow it, the company has individually asked the member, the request clearly stated the effect of not responding, and no response arrives within 28 days beginning on the date the request was sent. A repeat request for the same class of documents may not be sent within 12 months of the last one. Fourteen days is not the statutory period. Signed express consent is not the only route for an unlisted company, and no special resolution is needed where the articles already allow website delivery. Source: Companies Ordinance (Cap. 622) s.833(3)-(4) (as amended by the Companies (Amendment) Ordinance 2025, in force 17 April 2025) (as at October 2026).

Common mistake

Candidates think silence can never be consent; Cap. 622 deems agreement after 28 days if the request warned of that effect.

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