Remote general meetings are just one way of limit its environmental impact.
Under certain conditions, which we will list below, it is possible to hold a general meeting remotely. This means that you avoid travelling of all partners and limit costs (meeting room hire, travel expenses, etc.)
In order to hold a general meeting, the presence of all the shareholders is generally required (except in exceptional cases). The signature of the minutes of the meeting also requires the involvement of the shareholders on the day itself. There are various software packages on the market that can be used to organise shareholders' meetings remotely.
What are the conditions for holding a General Meeting remotely?
During the Covid-19 pandemic, legislation allowed greater flexibility. Companies wishing to do so could hold their general meetings remotely. As the ordinance is no longer applicable today, it is the rules specific to the form of your company which applies. For simplified joint stock companies (SAS), there is no restriction, but for limited liability companies (SARL), a provision must be made in the Articles of Association. For non-trading companies, the law does not provide for electronic voting, but the articles of association may do so.
Depending on whether you wish to proceed with an electronic vote or not, you will need to choose an electronic voting system. adapted videoconferencing tool. Electronic voting can be carried out using a dedicated electronic voting terminal or an online platform selected in advance.
In order to hold a fully dematerialised General Meeting, it is essential that the signatories are able to sign the attendance sheet on the day. You can also use an online platform specialising in paperless general meetings, which offers electronic signatures with double authentication. The verification of identity is also important. After deliberation, the minutes are signed using an electronic signature associated with the participants present.
It is, of course, possible to hold a simple meeting by means of a telephone conference call or videoconference and carry out the votes and signatures in person. In this case, the meeting will not be entirely paperless.
How can I organise a general meeting remotely?
The first step is to convene all shareholders. The notice of meeting must specify that the meeting will be held remotely. The meeting notice may be sent electronically, provided that it is sent by electronic registered mail.
Next, you will need to choose a a videoconferencing tool tailored to your needs (with or without electronic voting and signature). Simple software for organising videoconferences includes Zoom, Teams and Google Meets. From online platforms are available with more advanced functions such as electronic voting, electronic signature, quorum and proxy management and dematerialised minutes.
The choice of tool is important, as it will ensure that everything runs smoothly and the debate is easy and free-flowing.
What are the advantages?
- Cost reductionNo need to print out invitations to meetings and incur the cost of postage (envelopes, stamps, registered post). There is also no need for all the partners to travel to the same place and incur the cost of transport used by each of them, or even accommodation expenses when some partners come from far away. Documents can also be consulted remotely, avoiding the need for partners to travel to the registered office.
- StorageStoring dematerialised documents will free up valuable storage space on your premises.
- Ecological impactHolding a meeting remotely can be part of a CSR (Corporate Social Responsibility) approach, which is a major issue for companies today and will be increasingly so in the future.
- Security: The dematerialised solution may frighten some people in terms of security, but on the contrary, dematerialisation reduces the risk of data loss and falsification.
- Time savingOrganising the meeting, sending out invitations and making all the necessary documents available are all tasks that can be simplified by dematerialisation, which will save you a considerable amount of time.
What are the limits?
- Organising a dematerialised 100% meeting can be a real challenge. complicated when signatories are not responsive enough to sign electronically. An e-mail may not have been received, blocking the signature of all participants and slowing down the updating of documents.
- It is important to ensure that all participants have a appropriate equipment (computer, webcam, microphone, broadband connection, etc.).
- Some people can get someone else to sign for them by lack of computer skills and in this case the signature has no value. The verification of identity of the signatory is primordial.
To ensure that your general meeting takes place as smoothly as possible good conditions, If you have any questions, please do not hesitate to contact us. Novalliance Avocats who can support you in this process. A lawyer's involvement is essential when it comes to drafting notices of meetings and minutes, and organising meetings. This will save you the extra cost of legal secretarial work, and allow you to be accompanied by a professional who is fully conversant with the subject.
It is therefore entirely possible to hold your meetings remotely and electronically. There are many advantages to this, and it's part of a wider a more responsible approach. Don't hesitate to ask for help if you're not comfortable with the idea of distance and electronic 100%. You need to be familiar with the tools to avoid problems with electronic signatures and votes.
