On 31 March 2020, an amendment to the special law re. COVID-19, which is a part of Polish “anti-crisis shield”, entered into force. The amendment introduced a number of changes in the existing laws to assist entrepreneurs, companies and the self-employed persons affected by the crisis. These changes also affected the provisions of the Code of Commercial Companies which have been amended accordingly to facilitate the decision-making process of the capital companies (limited liability companies, joint-stock companies, and joint-stock partnerships) by allowing their governing bodies to hold their meetings by using direct communication tools, such as telephone, video conference, video or audio streaming, or simply an e-mail.
Remote participation in the management board and supervisory board meetings
The amendment to the special law re. COVID-19 allows the directors to participate in management board meetings and supervisory board meetings as well as to adopt resolutions, including resolutions on personal matters (appointing the chairperson and vice-chair of the supervisory board, as well as appointing the management board members, or their dismissal or suspension) by using direct communication tools. In addition, the resolution may also be adopted in writing (by circulation of papers). At the same time, the directors can participate in adopting the resolutions by casting their votes in writing or through another director. When it comes to the supervisory board, however, the new law has not lifted the ban on casting a vote in writing on matters which has been introduced to the agenda only at the meeting.
Until now, in the absence of specific statutory regulations, in order to be able to use the abovementioned modes of participating in the meetings, adopting the resolutions, and voting, they must have been provided for in the company’s articles of association (statute). Currently, there is no longer any need to do so as the new law create a sufficient basis for such actions. At the same time, the companies are entitled to give up the opportunity to hold meetings, adopt resolutions and vote without the physical presence of members of the management board and/or supervisory board. This, however, requires introducing a relevant provision into the articles of association (statute). Consequently, this is an option as long as it is not prohibited by the company itself.
Holding shareholders’ meetings online
The amendment to the COVID-19 Act also introduced the possibility of holding (general) shareholders’ meetings using direct communication tools (so called “virtual/online shareholders’ meetings”). Also, before the amendment, the meetings could have been held “remotely”, but only if such possibility had been directly specified in the articles of association or statute. Currently, a sufficient basis for holing and participating in the shareholders’ meeting is provided by the new law, unless the company’s articles of association (statute) expressly state otherwise.
The decision to hold the meeting online is made by the entity convening the meeting, which, as a rule, would the management board. Detailed rules for holding and participating in the online shareholders’ meetings should adopted by the company’s supervisory board. In case of limited liability companies and joint-stock partnerships where no supervisory board was appointed, the rules should be adopted by the shareholders.
This article is for informational purposes only and should under no circumstances be treated as a legal opinion or advice.
For more detailed information or legal assistance, contact a DT lawyer.
2020-04-15 11:00
