Telematic shareholders` meetings were legally allowed to all capital companies for the first time in March 2020, as one of the urgent and exceptional measures adopted in view of the restrictions caused by Covid-19.
These types of meetings have streamlined and facilitated corporate life, so it seems they have come to stay.
Proof of this is the recent Royal Decree-Law 34/2020, of November 17, on urgent measures to support business solvency and the energy sector, and in tax matters.
This regulation allows all capital companies to hold fully telematic or semi-telematic shareholders’ meetings throughout the year 2021, although their bylaws do not expressly contemplate it.
The regime of meetings regulated by the aforementioned regulation is not the same for Anonymous Companies (SA) as for Limited Liability Companies (SL). The differences are as follows:
1. SA: Shareholders can attend meetings by telematic means and cast their vote remotely under the terms provided in the Capital Companies Law, even if their bylaws have not provided for it.
In other words, shareholders are granted the right to choose between telematic or in-person attendance. Therefore, in this case the “physical bureau” must exist.
As the rule exceptionally stipulates, this type of meeting can be held anywhere in Spanish territory.
2.SL: Meetings can be held by videoconference or by multiple telephone conference, even if the bylaws have not contemplated it, provided that the following conditions are met:
(a) That all persons entitled to attend have the necessary means;
(b) That the secretary recognizes the identity of the attendees;
(c) That the minutes of the meeting be sent immediately to the email addresses of the attendees.
As can be seen, unlike SAs, SLs are allowed to hold fully telematic meetings, without giving the shareholders the right to choose between telematic or in-person attendance.
It should be noted that the right to telematic attendance is already provided for in the Capital Companies Law (articles 182, 189 and 521) for SAs. However, unlike the special regulations that we have just mentioned, the validity of this right is conditioned on its prior incorporation into the bylaws.
Regarding the holding of fully telematic shareholders’ meetings, it is a new development that has not yet been reflected in the legislation. For this type of meeting to be allowed for both SAs and SLs beyond the year 2021, it can be considered that companies can contemplate it directly in their bylaws.
At Martí & Associats we work to ensure that our clients can continue to hold their meetings of shareholders during this year 2021 with the maximum health and legal guarantees.
