Remote Voting in Capital Companies – Limited Liability Company and Joint Stock Company
Publication date: April 25, 2024
Decision-making methods in collective bodies of limited liability companies and joint-stock companies.
Limited liability company
The shareholders’ meeting, the audit committee, the management board and the supervisory board are the collective bodies of a limited liability company. The Polish Commercial Companies Code introduces many regulations that allow the use of means of direct distance communication in order to improve the voting process in capital companies. Means of electronic communication are technical solutions, including ICT devices and software tools cooperating with them, enabling individual communication at a distance using data transmission between ICT systems.
The Polish Commercial Companies Code provides for the possibility of participating in the Shareholders’ Meeting via electronic means of communication. The regulation contained in Art. 2341 of the Polish Commercial Companies Code, allows shareholders to adopt resolutions and participate in the meeting remotely. This practical regulation allows to improve the functioning of the company when the need arises.
Conducting the Shareholders’ Meeting via electronic means of communication may be limited by the regulations contained in the company’s articles of association. If the company agreement does not refer to the issue of the possibility of holding the Shareholders’ Meeting via electronic means of communication, it is assumed that it is permissible. The person convening the shareholders’ meeting chooses the form in which the meeting will be held. The rules for participating in the Shareholders’ Meeting using electronic means of communication should be specified in the regulations by the Supervisory Board and, failing that, by the shareholders.[1] It can be noted that until the company adopts the regulations, remote voting is impossible. All restrictions introduced by the regulations should be closely related to the need to identify meeting participants. It is necessary to be able to identify the participants taking part in the votes. The company agreement allows for remote voting. The Polish Commercial Companies Code itself does not introduce any restrictions on sharing images or sounds during voting. It can therefore be assumed that the above restrictions may be introduced by way of internal regulations or bylaws, within the company’s own scope.
Analogously to the regulations regarding general meetings, it should be assumed that at least the person leading the meeting should participate in it stationary, at the company’s registered office or in another selected place, even though the meeting is held in electronic form.
The Shareholders’ Meeting is convened by registered letters. Article 238 of the Polish Commercial Companies Code states as follows: If participation in a shareholders’ meeting takes place using electronic means of communication, the notice must additionally include information on how to participate in the meeting, speak during it, exercise the right to vote and raise objections against the resolution or resolutions adopted at that time. It should therefore be noted that the notice should include information such as the software used to conduct the meeting.
The Supervisory Board is responsible for establishing the rules for the participation of shareholders in their meeting, which will be held in the form of the so-called remote manner. The shareholders’ adoption of the regulations proposed by the Supervisory Board may be approved by them in writing by an absolute majority of votes. The Polish Commercial Companies Code also provides for the possibility of establishing the rules for participation in a remote meeting by shareholders if the Supervisory Board has not been appointed.
Meetings of the company’s management board also provide for remote decision-making. Art. 208 § 51 of the Polish Commercial Companies Code states as follows: You may participate in a management board meeting using means of direct distance communication, unless the company’s articles of association provide otherwise. The Commercial Companies Code provides for the possibility of adopting resolutions in writing and by means of direct distance communication. Therefore, it is permissible not only to participate in the meeting remotely, but also to adopt resolutions via these means.
Referring to the Supervisory Board’s body, the Polish Commercial Companies Code allows the use of means of direct remote communication during deliberations. The invitation to the meeting includes permission to use this form. You can participate in the meeting remotely, unless the company’s articles of association provide otherwise.
Joint-stock company
The Polish Commercial Companies Code, in relation to collective bodies of joint-stock companies, also provides for the possibility of using means of direct distance communication. The collective bodies of a joint-stock company include the general meeting of shareholders, the management board and the supervisory board.
The regulations contained in the Commercial Companies Code allow remote participation in the supervisory board meeting, unless the company’s statute does not allow it. Resolutions adopted by the supervisory board may, as a rule, be adopted not only in writing, but also by means of direct distance communication. The company’s articles of association may introduce restrictions.
Article 371 of the Polish Commercial Companies Code regulates the issue of remote meetings of the management board of a joint-stock company and remote adoption of resolutions. The company’s articles of association may limit the use of these rules. In general, it should be assumed that the issues of remote voting and participation in meetings are permissible in every governing body of commercial companies.
Participation in the general meeting of shareholders is also possible remotely. The company’s articles of association may, of course, introduce restrictions. The person convening the meeting chooses the form in which it is to be held. The Supervisory Board defines the rules of participation in this form of meeting in its regulations. It is the responsibility of the public company to ensure the broadcasting of the general meeting. This happens in real time. If a shareholder uses their voting right, the company must immediately confirm in electronic form that they have received their vote.
Examples of companies offering remote voting software in capital companies:
| iVoting Business |
| Zdalne Walne |
| Privote |
| Cyfrowa spółka pl |
| WZA24 |
- iVoting Business
This company introduces an application called ” iVoting ” to the market, which enables the conduct of electronic General Meetings of Shareholders and meetings of Management Boards and Supervisory Boards in capital companies.
The company also allows voting simulations to be carried out if the company would like to first familiarize itself with how the application works.
It is also possible to hold hybrid General Meetings when some of the participants are at the headquarters and the rest want to participate remotely.
- Zdalne Walne
This company’s service allows to conduct meetings of collective bodies of capital companies. Meetings of the management board, supervisory board or General Meetings of Shareholders can be held using their application allowing remote participation of members.
One can conduct open and secret voting using this software. Participants have the opportunity to actively participate in meetings.
After the meeting, it is possible to generate a meeting report using this software. Real-time voting is possible. The system can assign a specific voice to a specific person.
- Privote
The application primarily allows the user to vote remotely. A report on the voting is generated. Remote voting participants are verified. Quorum is checked. This system primarily enables not only open voting, but also secret voting.
Communication services are also available. Dedicated services of the system allow to configure the meeting and prepare voting.
- CyfrowaSpółka.pl
The software of the above company enables remote voting on resolutions of the Management Board and the Supervisory Board. First of all, safe storage of shared documents is ensured, and it is possible to see the history of votes that took place via this system.
The above company provides services to limited liability companies and joint-stock companies. Verification of the authenticity of documents is ensured.
It is possible to hold remote meetings of the management boards and the supervisory board, the Shareholders’ Meeting and the General Shareholders’ Meeting.
- WZA24
This is a system that allows voting not only online, but also stationary and hybrid. It is possible to process votes at meetings and automatically upload voting results. It is possible to broadcast the meeting to the rest of the participants in real time.
It should be noted that active participation of people who vote remotely in the meetings is possible. This company bases its activity on providing equipment that enables broadcasting of meetings.
[1] Kidyba Andrzej, Dumkiewicz Małgorzata, Commentary updated to articles 1-300 of the Polish Commercial Companies Code.
