Telematic board of members

If anything, the Coronavirus pandemic has brought something positive, it has been the process of accelerating the digitalization of the business world. A good example is the telematic board of partners.

Capital companies, such as limited or joint-stock companies, must hold a meeting of shareholders or shareholders within the first 6 months of each financial year to approve the corporate management, the annual accounts for the previous financial year and resolve on the application of the result obtained. This Meeting was always held in person, usually at the registered office of the company. As a result of the pandemic, it was legislated so that during the years 2020 and 2021 the meetings could be held electronically. But what will happen from 2022?

Since 3rd May 2021, an amendment to the Capital Companies Act has come into force so that capital companies can amend their articles of association and hold meetings exclusively electronically, always guaranteeing the identity and legitimacy of the partners or their representatives.

The convening of the Meeting could already be done electronically by publishing the announcement on the company’s website or, if this was reflected in the company’s articles of association, by notifying each member individually via e-mail. Now, in addition, the Board can also be held in its entirety electronically.

For all this and other reasons, it is increasingly important to have personalized statutes of society that adapt to the needs of members and escape the typical statutes model known in Spanish as “estatutos tipo” which is much more rigid. This way, we avoid having to go through the notary and the Mercantile Registry to modify any adaptation you want to make later.