13

Apr

2022

Telematic attendance to the General Meeting

Telematic attendance to the General Meeting

From 2022 onwards, companies wishing to hold telematic meetings will have to take this opportunity expressly into account in their bylaws.

Since 1 January 2022, companies wishing to hold telematic boards will have to have this in their bylaws.

 

With COVID-19 restrictions, exceptionally, it was established that the general meetings of partners could be held by video or by multiple telephone conference until 31 December 2021, although this was not provided for in the bylaws. However, this possibility has not been extended by 2022, nor is it expected to be extended. Therefore, since 1 January 2022, companies wishing to hold telematic boards will have to have this in their bylaws.

We should remember that the Royal Decree Law 8/2020, of 17 March of extraordinary urgent measures to deal with the economic and social impact of COVID-19, established that, in the Capital Societies, even if not formally planned, during the period of alarm and, once it was completed, until 31 December 2020, the general boards of partners could be held by video or by multiple telephone conference, provided that:

a) All persons who have the right to assistance or those who represent them have the necessary means.

b) The secretary of the administrative body could recognize his identity, and so it was expressed in the minutes.

c) And for the latter to immediately refer the corresponding minutes to the email addresses of concurrent.

Subsequently, the Royal Decree Law 34/2020 of 17 November urgent measures to support corporate solvency and the energy sector, and in tax matters, extended the period of validity of this measure until 31 December 2021 and its application developed in the Anonymous Societies.

However, because of the exceptional nature of this measure and because of Law 5/2021 of 12 April amending the recast text of the Capital Sociedades Act, which incorporates a new Article 182a into it regulating exclusively telematic boards, it is predictable that the validity period of this measure will not be extended again.

Encoding of statutes

All limited liability and limited liability companies that wish to hold exclusively telematics boards will have to amend their statutes if they do not expressly provide for them.

For It calls for a meeting, this time in the Chair, to approve the agreement to allow exclusively telematic or well-mixed boards to be held, that is, with partners coming in and others doing so by telematic means.

Approval will require a favourable vote from partners representing at least 2/3 of the present or represented capital at the meeting

With the amended statutes, you can already celebrate telematic boards, in accordance with the requirements laid down in the law:

a) The call will be informed of the proceedings for the effective participation, and the meeting will be understood in the registered office.

b) It must be possible to ensure the assistance, identification and participation of partners, both through audiovisual media and through text messages during the meeting, and administrators must provide the appropriate technical means. Make sure all partners have videoconferencing software installed on their computer and know how it works.

 

To extend this information consult with Tax Advising.