Limited liability companies – online shareholders meetings

From 2 September 2019, the amended provisions of the Commercial Companies Code will significantly facilitate the operation of limited liability companies. Shareholders of a limited liability company will now be able to hold meetings of shareholders through electronic means of communication such as teleconference or videoconference.

This change results from the Sejm amendment to the Commercial Companies Code made on 19 July 2019. The shareholders will now be able to conduct the proceedings of shareholders meeting, cast votes, raise objections as to adopted resolutions etc. through means such as teleconference or videoconference. Shareholders who do not participate in person will not be required to sign the list of attendance.

A company which intends to hold shareholders meetings online will need to introduce appropriate provision to its articles of association. In newly established companies introducing such clause should become a standard. As regards the existing companies, they will have to amend their articles. This solution may be beneficial for companies with participation of foreign entities in which representatives of shareholders reside in different countries.

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Holding a shareholders meeting through a video- or teleconference will not be possible if the validity of the meeting requires recording the minutes by a notary. Currently, the participation of a notary is required to pass resolutions amending the company articles such as change of business name, increase of share capital or resolutions on dissolution of a company or moving the company seat abroad.

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