Holding General Meetings of Shareholders and Submitting Votes Electronically | LegalFlash 114

On December 6, 2024, Law No. 299/2024, amending and supplementing Law No. 31/1990 on Companies, enters into force.

This law explicitly introduces the possibility for general meetings of shareholders (hereinafter referred to "GMS") to be held through remote electronic communication means in the following cases: i) if this is stipulated in the company’s articles of association of the company; ii) if the shareholders decide so with the majority required by Law No. 31/1990; or iii) if all shareholders unanimously agree in writing (this last case applies only to limited liability companies).

For holding general meetings, shareholders will be able to use platforms such as Zoom Meetings, Teams Meetings, Skype Business, etc. These platforms must meet the requirement of participant identification. Furthermore, it is advisable to record and store meeting sessions for an appropriate duration, in compliance with data protection regulations. The access details for the GMS session must be clearly included in the convening notice.

After the meeting, shareholders may sign the resolutions either by ink signature (it is recommended that all signatures be in the same format— all with ink signature - or all electronically) or with a qualified electronic signature, in electronic format.

The simplest approach is to expressly stipulate in the company’s articles of association that GMSs can be held both physically and electronically, while adhering to some technical requirements. A clear procedure for conducting electronic meetings should also be included in the articles of incorporation of the company.

This new regulation aims to streamline the decision-making process for general meetings, while ensuring that appropriate technical means are in place for participant identification and discussion recording.