Prior to the restrictions on mobility resulting from the pandemic, the Capital Companies Act provided for the possibility of holding general meetings at which shareholders were entitled to attend telematically, if they so wished, although prior authorization was required in the bylaws. This option was not widely used, except in listed companies.
Following the restriction of face-to-face meetings established by Covid-19, the economic legal traffic has been forced to look for alternative formulas to allow the proper functioning of the national economy.
It was necessary to provide a legal basis for the possibility of complying with corporate obligations without the need for face-to-face meetings of those obliged to do so, either in their capacity as corporate administrators or as partners or shareholders.
To this end, two temporary regulations were issued: Royal Decree-Law 8/2020, of March 17, on extraordinary urgent measures to address the economic and social impact of COVID-19 and Royal Decree-Law 34/2020, of November 17, on urgent measures to support business solvency and the energy sector, and on tax matters. These regulations contemplated the possibility of holding meetings of the Administrative Bodies by telematic means, as well as in writing and without a meeting, and the possibility of holding Telematic General Meetings, although in none of the cases was there a statutory provision allowing this.
However, these were exceptional rules of limited validity that only allowed the use of these instruments during the year 2021.
The experience was very positive because the technical advances made it possible to hold meetings with the indispensable guarantees that safeguarded the necessary legal security of the economic traffic. The legislator incorporated regulatory reforms by means of Law 5/2021, of April 12, amending the revised text of the Capital Companies Law, approved by Royal Legislative Decree 1/2020, of July 2, and other financial regulations, with regard to the promotion of the long-term involvement of shareholders in listed companies. Thanks to them, the possibility of holding exclusively telematic meetings, i.e., without the physical attendance of the partners or shareholders, was definitively regulated in the Capital Companies Law.
Following the reform, both mixed Meetings, composed of partners or shareholders physically present or attending telematically (art. 182 LSC), already provided for prior to the pandemic, as well as those in which the General Meeting is held exclusively telematically, require prior authorization in the bylaws. That is why since 2021 there has been a considerable increase in the number of companies that have opted to include in their bylaws this type of prescriptions that will allow them to hold meetings of the administrative body telematically and in writing and without a session, as well as General Meetings telematically.
