We already contemplated in a previous article that changes might come in relation to Article 3 of Royal Decree-Law 34/2020 of 17 November (“RDL 34”) which facilitated, in an exceptional manner, attendance at or the holding of general shareholders’ meetings of mercantile companies via electronic means without the need for express regulation in the bylaws, omitting, due to carelessness it seems, the managing bodies.
On 27 January the Official State Gazette published Royal Decree-Law 2/2021 of 26 January, by virtue of which, via a final seventh provision, this omission was rectified by amending the aforementioned Article 3 of RDL 34 and introducing the exceptional possibility of holding meetings of the managing bodies by electronic means for the course of this year, even when this option is not foreseen in the corporate bylaws.
In this respect, not everything that has arisen from the pandemic has been negative. These temporary regulations that have had to be exceptionally introduced during the period of confinement and restrictions on mobility have meant that, due to the transposition to the Spanish legal system of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017, the modification of the Law on Capital Stock Companies (the “Law”) is foreseen. The possibility is also foreseen for Spanish limited companies (sociedades limitadas) of virtual attendance at the general members’ meetings and also introducing the possibility for said corporate bodies to hold their meetings completely by electronic means. With regard to the board of directors, this body already has a broad margin to self-govern, meaning that there is no disadvantage, at this time, to including this possibility in the corporate bylaws.
For this reason, once the amendments to the Law take effect, we recommend that companies modify their corporate bylaws in this regard, in order to include these regulations.