Implemented and valid from 3 September 2019 the amendment of the Commercial Companies Code on online participation in the meetings of the company seems to be an important facilitation, in particular for entities whose shareholders are foreign entities.
From 3 September 2019 the revised provisions of the Commercial Companies Code to allow the holding and participation in meetings of shareholders of limited liability companies, using electronic communications. According to newly added Article 2341 k.s.h. the articles of association may permit participation in a meeting of shareholders using electronic means of communication, which includes in particular:
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- real-time transmission of the meeting of partners;
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- two-sided communication in real time, in which the partners may speak during the meeting of the partners, in a place other than the meeting of the partners;
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- exercise of the right of voting before or during the meeting of shareholders in person or by a proxy.
According to Article 248(2) k.s.h. the minutes of the meeting of shareholders shall be accompanied by a list of attendances with signatures of the participants of the meeting of shareholders and a list of voting partners using electronic means of communication
In addition, where the articles of association permit participation in a meeting of shareholders using electronic means of communication, the participation of shareholders in a meeting of shareholders may be subject only to requirements and restrictions which are necessary to identify shareholders and to ensure the security of electronic communication.
Participation in the Internet meeting is therefore only possible if this option is provided for in the articles of association. In the event of the existence in the agreement of appropriate attitudes, partners absent from the meeting of partners and having access to the Internet, have the opportunity to participate actively in the meeting, to formulate draft resolutions, to submit order applications in the course of the meeting and, above all, to exercise their voting rights effectively at the meeting.
It is also worth noting that, in order to hold a meeting of shareholders through electronic communication, all standard rules for holding meetings must be maintained in the Commercial Companies Code.
The meeting of shareholders may be attended by persons entitled to attend the meeting in accordance with the rules laid down in the Commercial Companies Code.
In addition, the assembly must take place in the territory of the Republic of Poland, at the registered office of the company or at another place indicated in the company's contract, or to which all shareholders of the company agreed.
Therefore, if all the partners entitled to exercise the right to vote at the assembly wish to take advantage of the possibility of attending the assembly using electronic means of communication, at the place where it takes place, at least, of the chairman of the assembly and of the minutes.
At this point, however, it should be pointed out that the obligation to hold general meetings in Poland without change does not in any way restrict the territorial residence of the person participating in the general meeting by means of electronic communication.
It can therefore be anywhere on earth and the only condition is to have access to electronic communications.
According to Article 248(2) k.s.h. the minutes of the meeting of partners shall be accompanied by a list of attendances with the signatures of the participants of the meeting of shareholders and a list of voting partners using electronic means of communication.
Signatures of the participants of the meeting of shareholders held under the procedure Article 2341 ks.h. not required. Evidence of convening a meeting of partners should be attached to the minutes.
Therefore, in addition to the standard attendance list with the signatures of physically present partners, a list of voting partners should be added using electronic means of communication. This list should only list such partners and their signatures are not required.
These changes have been awaited since the online connection became common. They reduce the formalities and costs of both attending and attending the assembly.
Author: Michał Wasilenko
Lawyer, Senior Associate in the Legal Department, member of the Bar Association in Lublin, graduate of the Faculty of Law and Administration at Maria Curie-Skłodowska University in Lublin. He specializes in commercial and civil law law.