Shareholders' meetings permitted as audio or video conferences until 31 July 2023
Bolzano, 20.02.2023
Even though the worst pitfalls of the coronavirus pandemic have meanwhile been overcome, shareholders' meetings may nevertheless still be held as audio or video conferences until 31 July 2023, even if this is not expressly provided for in the articles of association of the company concerned. In the course of the conversion of the latest year-end decree (Law Decree No. 198/2022) it was in fact ordered that the relevant Covid provisions be extended until 31 July 2023. Until that date, therefore, the following applies:
- Corporations (joint-stock companies, limited liability companies and partnerships limited by shares) and cooperatives may provide for voting in electronic form irrespective of any relevant rules in their articles of association.
- The shareholders' meetings of the aforementioned companies may be held in electronic form, i.e. as a video or telephone conference, irrespective of any corresponding provision in the articles of association. The precondition is that the participants can be identified and that each of them is able to take an active part in the voting and in the related discussion.
- In limited liability companies, shareholders' decisions may also be taken by written consultation, irrespective of any provisions in the articles of association and by way of derogation from Art. 2479 paragraph 4 of the Italian Civil Code.
- Listed companies, banks and certain other companies may provide for participation in the shareholders' meeting through an appointed representative.
- The aforementioned provisions apply also to associations and other entities.
Although not expressly mentioned, it may, in line with the interpretation adopted to date, be regarded as certain that until 31 July 2023 boards of directors and supervisory boards may also hold their meetings in the form of video or audio conferences, irrespective of the relevant rules in the articles of association.
The deadline for the approval of the annual financial statements, on the other hand, has not been extended: here the general deadlines of 120 or 180 days apply. In practice this means that the corresponding shareholders' meetings must generally be convened within 120 days of the close of the financial year. This is subject to the exceptions provided for in the Italian Civil Code and in the articles of association in the case of consolidated financial statements and where this is required on account of structural circumstances (Art. 2364 and 2478-bis of the Italian Civil Code).
Please do not hesitate to contact us if you have any queries.
Yours faithfully,
Dott. Comm. Josef Vieider
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