The basic act of the package of acts on counteracting the effects of Covid-19 called the anti-crisis shield introduces the possibility of completely remote operation of all bodies of capital companies and adopting resolutions in this mode.
The act on the anti-crisis shield adopted by the Sejm amended the provisions of the Code of Commercial Companies and expanded the catalogue of possibilities of adopting resolutions with the use of information technology. These facilitations concern meetings of the management board and the supervisory board in limited liability companies and joint stock companies. The possibility of holding shareholders’ meetings and general meetings of shareholders has also been extended, thus eliminating the need to regulate this issue in the articles of association or statute.
The anti-crisis shield introduces regulations on convening management board meetings remotely, granting the right for management boards of companies to meet online, unless the articles of association/statute of the company provide otherwise.
Until now, the Code of Commercial Companies did not refer to the above issue, so remote meetings were not possible unless the articles of association or statute of a company allowed for such an option.
The shield act also regulates written voting through another board member and the adoption of written board resolutions. According to the introduced regulations, voting in writing and voting through another board member is possible, as long as the provisions of the articles of association or statute do not exclude such solutions.
The act on counteracting the effects of COVID-19 introduces the following rules concerning the meetings of supervisory boards:
In accordance with the anti-crisis shield act it is possible to hold remote shareholders’ meetings and general meetings of shareholders and pass resolutions remotely provided that:
Director of the Commercial Law and Property Department, Advocate
TGC Corporate Lawyers