The current situation associated with the coronavirus pandemic means that personal presence to attend a shareholders' meeting is sometimes difficult. For this reason, many shareholders are wondering if they can attend a shareholder’s meeting online.
According to article 234 of the polish Code of Commercial Companies, shareholders' meetings are held at the registered office of the company, unless the articles of association indicate a different place on Polish territory. The shareholders' meeting may also take place in other places in Poland than those indicated in the contract, if all shareholders agree to this and give written consent. However, you can participate in the shareholders' meeting also online pursuant to article 2341 of the polish Code of Commercial Companies, unless the articles of association provide otherwise. Each meeting of shareholders must have one physical location, which according to general rules will usually be the registered office of the company. Consequently, the presence of at least the chairman and the recorder is necessary in the place of the meeting. However, other participants of the meeting who chose online participation can be anywhere. The person convening the meeting decides about the possibility of attending the shareholders’ meeting online.
The supervisory board, and if there isn’t supervisory board then shareholders, should specify in the regulations detailed rules for participation in the online shareholders' meeting. The regulations may not specify requirements and restrictions that aren’t necessary to identify partners and ensure the security of electronic communications. Adoption of the regulations may be by resolution of the shareholders without holding a meeting, if the partners representing the absolute majority of votes agree in writing to the content of these regulations. Many issues regarding online meeting rules aren’t regulated, including whether the online meeting should be recorded or how partners should vote for or against adopting resolutions, so it’s worth specifying it in the regulations.
A minutes of the meeting should be made in writing in accordance with general principles. Shareholders who participated in it personally sign the attendance list, while shareholders participating online are only indicated on the list attached to the minutes.