Companies & corporate law

Shareholders’ meeting of a limited liability company via internet – from 3.09.2019 in Poland

he new provisions of the Polish Commercial Companies Code introduce the possibility of holding a shareholders’ meeting of a limited liability company using electronic means of communication. The amendment, which comes into force on September 3, 2019, is particularly beneficial for companies whose shares are taken up by foreign persons.

The existing provisions of the Code generally provided for a shareholders’ meeting to be held at the company’s headquarters, i.e. in a specific place (locality), or in another place specified in the company’s articles of association, but always had to take place in Poland. An exception to this rule was the possibility of holding a meeting elsewhere in the territory of the Republic of Poland if all shareholders agree to this in writing.

In addition, the possibility of adopting resolutions via internet also existed if the companies which were registered via s-24 internet system, but the adoption of such resolution required the participation of all the company’s shareholders.

Pursuant to the justification for the bill, upon the entry into force of the new provisions, partly modeled on the solutions adopted in the provisions of the Code regarding a joint-stock company, the holding of a shareholders’ meeting will be possible in two basic forms:

  • Telemeeting (telezgromadzenie) – transmission of the shareholders’ meeting in real time. In this case, the meeting is convened at the company’s headquarters or other place in Poland, but shareholders who are outside the place of the meeting, including abroad, may join the transmission,
  • Video conference – connection between shareholders staying in different places, also not necessarily in Poland.

The possibility of holding shareholders’ meetings using electronic means of communication should be provided for in the articles of association, together with the rules for preparing and the scope of electronic minutes. The amendment does not introduce restrictions regarding the holding of ordinary shareholders’ meetings via internet, and the exclusion of the application of art. 247 § 2 of the Commercial Companies Code also allows for adopting all resolutions for which secrecy of voting has been reserved (including in personal matters) using this mode.

In practice, the minutes of the shareholders’ meeting held using electronic means of communication will constitute an audio-video record of the meeting, to which its transcription must be attached. It is the transcription that will be submitted to the registry court in order to enter relevant changes in the National Court Register. It should also be noted that under the above mentioned procedure there is no obligation to sign the attendance list with the signatures of the participants of the meeting – the fact of the presence of the participants of the meeting will be evidenced by the audio-video recording of the meeting, including information on the correctness of convening the meeting, its capacity to adopt resolutions, the content of resolutions and the number of votes cast in favor of the resolution and objections raised. The audio-video record together with its transcription should be attached to the company’s minutes book.

The amendment also allows participation in sessions held in the form of telemeeting or video conference of shareholder’s proxy on the basis of a power of attorney. In this case, the principal must ensure that the power of attorney in writing is delivered to the company before the meeting, under pain of refusal to allow participation in the electronic shareholders meeting.

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