General meetings of members held remotely in 2022.

From 2022 onwards, companies that wish to hold online meetings must expressly include this possibility in their statutes.

Due to COVID-19 restrictions, it was exceptionally established that general meetings of shareholders could be held by video or multi-party telephone conference until December 31, 2021, even if this was not provided for in the articles of association. However, this possibility has not been extended to 2022, nor is it expected to be. Therefore, from January 1, 2022, companies wishing to hold meetings remotely must have this provision included in their articles of association.

We must remember that Royal Decree-Law 8/2020, of March 17, on urgent extraordinary measures to address the economic and social impact of COVID-19, established that in Capital Companies, even if not provided for in the bylaws, during the state of alarm and, once it ended, until December 31, 2020, general meetings of partners could be held by video or by multiple telephone conference, provided that: (i) all persons entitled to attend or those representing them had the necessary means; (ii) the secretary of the administrative body could recognize their identity, and so stated in the minutes; and (iii) the latter immediately sent the corresponding minutes to the email addresses of the attendees.

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

However, due to the exceptional nature of this measure and Law 5/2021, of April 12, which modifies the consolidated text of the Capital Companies Law, incorporating a new article 182 bis to it that regulates exclusively telematic meetings, it is foreseeable that the validity period of this measure will not be extended again.

Amendment of the statutes

All Public Limited Companies and Limited Liability Companies that wish to hold meetings exclusively electronically must amend their statutes, unless expressly provided for therein.

To do this, you must:

• To convene a meeting, this time in person, to approve the agreement to allow meetings to be held exclusively online or in a hybrid format, that is, with some members attending in person and others attending remotely.
• Approval will require the affirmative vote of partners representing at least 2/3 of the capital present or represented at the meeting.

With the amended statutes, it will now be able to hold meetings electronically, complying with the requirements stipulated by law:

• The notice will inform of the procedures for effective participation, and the meeting will be considered to have been held at the registered office.
• The attendance, identification, and participation of members must be guaranteed during the meeting, both through audiovisual means and text messaging, and the administrators must provide the appropriate technical resources. Ensure that all members have videoconferencing software installed on their computers and are familiar with how to use it.

You can contact this professional office for any questions or clarifications you may have.

Warm regards,

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MGI Àmbit

A Àmbit Assessor, SL has 40 years dedicated to the tax, comptable and labor consultancy of the Pime.

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