In order to modernize the rules related to the system of remote general meetings, the legislator has decided, with some adjustments, to formalize the temporary measures that had been taken on this matter by Royal Decree of Special Powers No. 4 of April 9, 2020.
Indeed, the Law of 20 December 2020 on various temporary and structural measures on justice to prevent the spread of the coronavirus COVID-19 amended the Code on Companies and Associations in order to facilitate and make the holding and organisation of remote general meetings more flexible for companies, while ensuring the rights of the shareholders.
In practical terms the new requirements for the SA, SC and SRL are as follows:
- The board of directors may on its own initiative (and therefore without any statutory authorisation) decide to allow shareholders to participate in a remote general meeting through an electronic mean of communication provided by the company;
- Shareholders still have the right to attend the general meeting in person;
- The company must invest in an electronic mean of communication (i) to control the identity and the capacity of the shareholders using it and (ii) to ensure the rights of the shareholders to follow discussions, vote in real time, participate actively in the deliberations and ask questions;
- The electronic mean of communication does not have to be “sophisticated” and the general meeting may be held via a “classic” videoconferencing system such as Zoom, Teams or Skype.
However, regarding the implementation of this electronic mean of communication to ensure the active participation of shareholders in deliberations and their right to ask questions, companies have until June 30, 2021 to comply with this legal obligation.
This transitional period can only benefit companies if their administrative body is capable of explaining the reasons which could justify the company not having such mean of communication (for instance: technical difficulties related to a vast number of shareholders).
Furthermore, the legislator has maintained the principles according to which (i) the convening notice to the general meeting must state in details the procedures relating to the remote participation of the shareholders and (ii) the members of the bureau, the directors and the auditor must physically attend the meeting.