Telematic meetings: General Shareholders’ Meetings and Board of Directors’ Meetings

With the new economic and social environment brought about by the Covid-19 pandemic, it is becoming increasingly common for members and directors, respectively, to attend General Meetings of Members and Board of Directors meetings telematically.

After the period established in the regulations enacted to mitigate the effects of Covid-19, a provision is required in the bylaws of the companies in accordance with Articles 182 and 182 bis of the Capital Companies Law (LSC). These articles refer only to the General Meeting of Shareholders, while the LSC is silent with regard to telematic participation in the meetings of the Board of Directors.

In this regard, in relation to the General Meeting of Shareholders, the bylaws may authorize it:

  • Hybrid Meeting
    Hybrid Board: The so-called hybrid Board corresponds to meetings attended by both members who attend in person and members who attend virtually. In this case, it is sufficient that the bylaws recognize the possibility of members being able to attend the corresponding Meeting by telematic means that duly guarantee their identity.

Likewise, the administrative body shall call the corresponding Meeting, detailing in the notice of call the deadlines, forms and modes of exercising the rights of the members, including those of those members who wish to attend remotely. It is important to bear in mind that, in accordance with Article 182 of the LSC, the directors are empowered to request, prior to the holding of the Meeting, from the members who are going to attend virtually, the interventions and proposals they intend to make during the Meeting.

  • Meeting exclusively telematicIn relation to the exclusively telematic Meeting, the amendment to the bylaws must be approved by shareholders representing at least two thirds of the capital stock present or represented at the meeting and must contemplate that the means of remote communication guarantee both the identity and legitimacy of the shareholders or their representatives, as well as the interaction and intercommunication in real time among all those attending from the places where they are located, thus guaranteeing the unity of the act. Likewise, the notice of call shall provide information on the formalities and procedures to be followed for the registration and formation of the list of attendees, the exercise by the shareholders of their rights and the appropriate reflection in the minutes of the proceedings of the Meeting, as specified in Article 182.4 bis of the LSC.

In any case, unless expressly regulated in the bylaws, it is at the discretion of the administrative body to call a meeting in person or a hybrid meeting, or an exclusively telematic meeting.

Finally, with respect to the meetings of the Board of Directors, based on the principle of autonomy of will set forth in Article 28 of the LSC, it is possible to provide in the bylaws for attendance at such meetings by telematic means. In the same way referred to for the General Meeting of Shareholders, it would be possible to hold hybrid or exclusively telematic meetings of the Board of Directors.

This publication does not constitute legal advice.


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