Telematic meetings of the management body by 2021
On 26 January 2021, Royal Decree-Law 2/2021, of 26 January, on the reinforcement and consolidation of social measures in defence of employment, came into force, by virtue of which, among other points, it incorporates the Seventh Final Provision amending Royal Decree-Law 34/2020, of 17 November, on urgent measures to support business solvency and the energy sector, and on tax matters, in which it adds section 4 to article 3 of Royal Decree-Law 34/2020, and which establishes the following:
«4. Exceptionally during the year 2021, even if not provided for in the articles of association, meetings of the administrative bodiesof associations, civil and commercial companies, and of the governing council of cooperative societies may be held by videoconference or multiple telephone conference, provided that all the members of the body have the necessary means, the secretary of the body recognises their identity, and so states in the minutes, which shall be sent immediately to the e-mail addresses of each of the attendees. The same rule shall apply to the delegated committees and any other mandatory or voluntary committees that may have been set up. The meeting shall be deemed to have been held at the registered office of the legal person.
Exceptionally during the year 2021, even if not provided for in the articles of association, the resolutions of the administrative bodies of associations, civil and commercial companies, the governing council of cooperative societies and the board of trustees of foundations may be adopted by written vote and without a meeting, provided that the chairman so decides, and must be adopted when so requested by at least two of the members of the body. The same rule shall apply to the delegated committees and any other mandatory or voluntary committees it may have set up. The meeting shall be deemed to be held at the registered office. The provisions of article 100 of Royal Decree 1784/1996, of 19 July 1996, approving the Regulations of the Commercial Registry shall apply to all such resolutions, even if they do not involve commercial companies”
With the inclusion of section 4 in Article 3 of the aforementioned Royal Decree, the holding of boards of directors by telematic means is enabled throughout the year 2021. In this way, the legislator rectifies the error made in the original wording of Article 3 of Royal Decree-Law 34/2020, of 17 November, as it did not include the possibility of holding boards of directors by telematic means.
It should be recalled that the first rule to facilitate the organic life of companies in the COVID-19 era was precisely that of holding board meetings by telematic means through ex Article 40 of Royal Decree 8/2020, of 17 March, on extraordinary urgent measures to address the economic and social impact of COVID-19, a measure that was later extended to general meetings. This article only allowed boards of directors and general meetings to be held telematically until 31 December 2020. The entry into force of Royal Decree-Law 34/2020, of 17 November, extended the telematic holding of general meetings to the whole of 2021, but only for general meetings, not for boards. The reform had to come.
