From 2022 onwards, capital companies will not be able to hold general meetings and meetings of the management body exclusively by electronic means unless they adapt this possibility by means of a corresponding amendment to their articles of association
Due to COVID-19 and the restrictions on movement imposed by the pandemic, something as basic as the movement of a member of the Board of Directors or a shareholder to a Board meeting or a General Meeting was somewhat complicated.
In this respect, Royal Decree-Law 8/2020, of 17 March, on extraordinary urgent measures to address the economic and social impact of COVID-19, and subsequently Royal Decree-Law 34/2020, of 17 November, on urgent measures to support business solvency and the energy sector, and in tax matters, included the option of holding both General Meetings and meetings of the administrative body exclusively by telematic means.
In other words, without any provision in the articles of association, shareholders and directors were allowed to hold meetings and board meetings exclusively by telematic means. Since then, meetings using programmes such as Zoom and Microsoft Teams have become commonplace and have largely helped companies to avoid slowing down decision-making.
Under the COVID-19 regulations that have regulated the matter of exclusively telematic meetings, until the end of 2021, capital companies may continue to opt for this type of meeting without the need to amend the relevant articles of association. However, as of 1 January 2022, the aforementioned Royal Decree-Law will no longer apply.
In other words, all capital companies that have not amended their articles of association to include the option of holding meetings and meetings of the administrative body exclusively by telematic means will have to do so before the end of the year; otherwise, as of 2022, they will no longer be able to hold meetings exclusively by telematic means.
The amendment of the Articles of Association to include the option of holding General Meetings and meetings of the administrative body exclusively by telematic means is a reality as of this year due to the amendments made to the Capital Companies Act, by Act 5/2021 dated 12 April, which enables this possibility and which came about as a result of COVID-19 and the legislator’s need to adapt the law to the new technological reality.
AddVANTE is at your service not only to advise you throughout the process of the corresponding amendment of the bylaws, but also to analyse on a personalised basis whether or not such an amendment is necessary.