During the previous year 2021, the transitional provisions of virtual shareholders` meetings were in force, which were adopted as a consequence of the restrictions caused by Covid-19. Under the said provisions, companies could hold virtual meetings even though their bylaws did not provide for them. We discussed this subject in detail in one of our preceding articles.
Over the course of time, shareholders` meetings held by videoconference proved to be an effective measure not only under Covid-19 circumstances, but also by streamlining corporate life in general, especially in cases where not all shareholders in a company are residents in Spain.
In view of this, the Companies Act has been supplemented by the new Article 182 bis, introduced by Law 5/2021, of April 21.
As a consequence of this Article, both public limited companies (Sociedades Anónimas) and limited liability companies (Sociedades de Responsabilidad Limitada) can hold fully online meetings without any time limitation.
However, it must be borne in mind that in this case the law establishes a series of conditions that must be met by the companies, and which are as follows:
– The possibility of holding shareholders` meeting exclusively by virtual means must be provided for in the bylaws.
– The bylaws amendment authorizing the convening of this type of shareholder’s meeting must be approved by shareholders representing at least two thirds of the share capital.
– The identity and legitimation of the shareholders and their proxyholders must be duly assured, as well as the possibility for all attendees to participate effectively in the meeting using the appropriate means of remote communication.
– Audio or video communication must be supplemented with the possibility of written messages during the course of the meeting, not only to exercise in real time the corresponding rights of speech, information, proposal, and vote, but also to be able to follow the interventions of all attendees.
The implementation of the appropriate technical means is the responsibility of the company’s administrators.
– The notice of meeting must inform attendees of the formalities and procedures to be followed for the registration and inclusion in the list of attendees, for the exercise by them of their rights and be properly reflected in the shareholders` meeting Minutes.
The shareholders` meetings taking place exclusively by virtual means will be deemed to have been held at the registered office of the company.
At Martí & Associats we will help you to adapt your bylaws correctly in accordance with the new legislation and we will advise you on any other aspect of holding virtual meetings.
