Poland: Since September 2019, shareholders of LLCs can also participate from abroad in company shareholders’ meetings.
The impractical provisions on meetings in Polish limited liability companies (LLCs) have finally been changed. Previously, a shareholder located abroad could not take part in a meeting of a LLC except by proxy. This was a consequence of the regulation that company meetings could be held only in Poland.
Shareholders from abroad had to choose either to come to Poland or appoint a proxy in Poland to attend the meeting or adopt resolutions in writing. These solutions were not always either possible or beneficial.
While the regulation itself ‒ that LLC shareholders’ meetings may be held only in Poland ‒ has not been changed, in September last year the possibility of “remotely” participating in these meetings was introduced.
If allowed by the articles of association of a company, participation in a meeting can now be via electronic means of communication. Previously, this possibility existed only in the case of a joint stock company. This limitation had no rational justification, especially taking into account that it was primarily non-public joint-stock companies with a relatively small number of shareholders that used this solution. There was also a need to simplify meetings in this way in the case of several-person limited liability companies.
The new regulation is ‒ as in the case of a joint stock company ‒ quite laconic. So companies that want to take advantage of it should not only authorize it in their articles, but also be specific as to cases where remote participation is possible, as well as how ‒ from a technical standpoint ‒ it is to take place and what rights can be exercised. In principle, there are three possibilities: 1) observation only, 2) observation plus the right to speak, to make proposals and comments or raise objections, and 3) full participation, including the right to vote.
Only if participation includes all these rights ‒ i.e. voting rights ‒ will remote participants be included in a list to be annexed to the minutes and counting towards a quorum.
When introducing the possibility to participate in meetings via electronic communication, companies must ensure identification of shareholders and security of communication. At the same time, these are the only reasons that may justify limiting the rights of shareholders to remote participation.
Source: Act amending the Commercial Companies Code Act – of 19 July 2019 (Journal of Laws of 2019, item 1543)