The General Meetings of Shareholders’ constitute the clou of the functioning of a limited liability company. However, what if the deadline for a resolution is inexorably close and we are unable to hold the meeting due to the absence of a shareholder or even the entire capital?
As a result of the amendment to the Commercial Companies Code of September 2019, shareholders have the opportunity to vote on resolutions using electronic means of communication – Skype, FaceTime or WhatsApp. In principle, shareholders are free to use any application if it provides the necessary identification of the participant (including secured access to the teleconference by passwords or tokens) as well security of communication(including access to the specific software). Moreover, it is necessary to provide:
- Real-time transmission of the proceedings;
- Bilateral communication between the participants in the assembly in real time;
- Possibility to exercise voting rights before or during the meeting, in person or by proxy.
While scheduling and organizing the meeting in front of computer monitors should not be a difficulty for the company, it is doubtful that a secret ballot (so-called e-voting) can be held. In the era of current technological development, we are able to rule out the risk of hacking attacks, e.g. by using internal servers or firewalls. This allows shareholders to conduct e-voting in the most convenient way for them. We recommend that you cast your votes for the chairman’s inspection via private drive operated by an internal administrator. Of course, there are many more solutions available today, and as you know the necessity is the mother of the invention.
Such possibility was allowed only when it was predicted in the Articles if Association. However, since 31st March 2020 electronic Shareholders’ Meetings can be held on the basis of Commercial Companies Codes, so there is no need to amend AoA. Supervisory Board or Shareholders may adopt terms of such meetings. The indicated document should comprehensively specify issues related to the communication security and identification of shareholders.
It is permissible to hold a Shareholders’ Meeting by circulation or with the help of a proxy. However, it is the teleconference that is the only solution that actually allows to debate important issues during the meeting, without the requirement of physical presence.
Author: Oliwia Kruczyńska, Junior Associate at Kolecka & Partners Law Firm LLP
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