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Remote Shareholders Meeting

Due to the coronavirus pandemic the deadline for approval of the annual financial report has been extended by three months. It is hard to say whether the epidemic situation in Poland will improve in the nearest future. In such circumstances, in order to decrease the risk of infection, limited liabilities companies should consider to conduct remote shareholders meeting. Such possibility was introduced to the Commercial Companies Code in September 2019.

Pursuant to Article 2341 of the Polish Commercial Companies Code, it is possible to take part in a shareholders meeting by means of electronic communication. Such possibility may be excluded by articles of association. However, if the articles of association doesn’t contain such exclusion, every shareholder may remotely participate in the shareholders meeting. About remote participation in the meeting, decides a person convening the shareholders meeting.

According to the new rules introduced into the Commercial Companies Code, participation in the meeting via means of electronic communication, covers in particular:

  1. two-side real time communication between all persons taking part in the shareholders meeting, during which they can speak being in other place than the place of the shareholders meeting, and
  2. exercise in person or by proxy the right to vote on the shareholders meeting.

Detailed rules (bylaws) of participation in the shareholders meeting by means of electronic communication, should be determined by the supervisory board, and if it was not appointed in the company – by the shareholders. Shareholders may adopt such bylaws in the way of resolution without having shareholders meeting, if the shareholders having more than 50% of votes agree in writing for the bylaws wording. Bylaws may only consist of requirements and restrictions which are indispensable for identification of shareholders and to ensure security of electronic communication.

Tomasz Korolko
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