How to organize online Shareholder’s meeting in Poland?
Using electronic means to organise shareholders’ meetings is a convenient solution for companies operating internationally. We explain how to organise them effectively, meeting legal and technical requirements.
Online meetings – is it worth it?
First and foremost, using electronic means to organise shareholders’ meetings saves significant time and costs, eliminating the need to travel and reducing the expenses associated with physically holding meetings. By being able to participate from anywhere, attendance is also increased, encouraging more active involvement of shareholders, even those abroad.
In addition, remote meetings are flexible and enable faster decision-making, which is particularly important in a dynamically changing business environment.
Are online meetings legal?
The legal basis allowing shareholders’ meetings in Poland’s legal order is the Commercial Companies Code (CCC). Pursuant to the provisions of the Code, shareholders’ meetings may be held by means of electronic communication, provided that the articles of association do not provide for the exclusion of such a possibility.
The detailed regulation of the rules for the use of electronic means in the organisation of meetings is determined by the supervisory board in the form of bylaws. If the company does not have a supervisory board, then this competence is delegated to the shareholders, who may adopt a resolution to this effect by a simple majority of votes without holding a shareholders’ meeting.
Such rules of procedure should set out, inter alia
- The procedure for informing the company of its intention to participate in the meeting by electronic means,
- The technical conditions of participation in the meeting – e.g. the meeting platform to be used, the way in which participants are to be verified, the arrangements for communicating technical problems.
Do participants of the virtual shareholders’ meetings have to be at the company’s premises? We explain the rules!
The location of the meeting is an important issue. According to the Companies Act, in fact, the meeting should be held at the company’s registered office. By way of exception, a meeting may be held elsewhere in Poland if the articles of association so provide or if all shareholders agree in writing to hold the meeting elsewhere.
In the case of the use of electronic means, it is considered that at least the chairperson should be present at the registered office of the company (some consider that also the minutes keeper should be present at the registered office of the company). This means that the institution of online assemblies essentially gives shareholders the opportunity to participate remotely in the meeting.
It should be borne in mind that if it is decided to use electronic means to organise the meeting, it should be conducted in accordance with the aforementioned rules of procedure.
Which tools should you choose for online shareholders’ meetings?
In order for participation to take place in a sound manner, real-time two-way communication must be guaranteed to allow all shareholders to speak freely and securely. Popular tools such as Zoom, Microsoft Teams or Google Meet can be used for this purpose. However, meetings cannot be organised using tools that do not allow two-way communication (e.g. email correspondence).
Finally, it should be added that even in the case of virtual / online communication, the obligation to keep minutes of the meeting, to which an attendance list of participants must be attached, still applies .
The difference is that an additional list of shareholders voting by electronic communication must be prepared and their signatures are not required on this additional list.
Remote shareholders’ meetings – how to prepare for them?
The use of virtual means of communication to organise a shareholders’ meeting is a convenient and efficient solution especially for companies operating internationally. However, their organisation requires detailed formal, technical and procedural preparation.
If you need assistance with the proper organisation of shareholders’ meetings, please contact our corporate department, which will provide you with comprehensive assistance in the field described in the article.