General meetings – in person or online
The COVID-19 pandemic has changed virtually every area of our lives, but not always for the worse. In a number of cases, changes have taken hold well enough to have already permanently altered our habits, practices and expectations.
This also applies to business. More than two years after the implementation of the Act*, we look at what facilities are still available to entrepreneurs in terms of being able to hold general meetings remotely.
Pre-COVID-19 general meetings – almost never online
Prior to the COVID-19 pandemic, pursuant to Article 2341 § 1 and Article 4065 § 1 of the Commercial Companies Code (relating to limited liability companies and joint-stock companies, respectively), participation in general meetings by electronic means was only permitted if the articles of association so provided.
If there were no such provisions, remote participation was not possible. In order to introduce such an option, the articles of association had to be amended, each time entailing additional costs.
This has changed since the introduction of the Act.
Remote general meetings
Wishing to make it easier for companies and shareholders to function during the pandemic, lawmakers have introduced a solution allowing them to hold and participate in general meetings by electronic means, unless the articles of association provide otherwise.
They have also left the setting of detailed by-laws for participation in such meetings up to either the supervisory board or – if not established in the case of limited liability companies – by shareholders.
This has streamlined the corporate digitization of limited liability and joint-stock companies. The regulations, as amended, are still in force today.
* Act on specific arrangements for the prevention, counteracting and combating of COVID-19, other infectious diseases and crisis situations caused thereby dated March 2nd, 2020 (Journal of Laws of 2021, item 2095 – the “Act”)
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