No paralysis for Shareholders’ Meetings or Board of Directors’ Meetings: telematic mode activated

No paralysis for Shareholders’ Meetings or Board of Directors’ Meetings: telematic mode activated

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In this state of health emergency in which groups of people are forbidden, the Companies, if they need to call a shareholders’ meeting, may proceed in the performance of their activities through the use of telematic means.

Article 106 of the “Cura Italia” decree sets out provisions on the conduct of shareholders’ meetings, in particular for shareholders’ meetings called to approve the financial statements, since this is an imminent fulfilment.

According to articles 2364 and 2478 bis of the Italian Civil Code, the ordinary shareholders’ meeting, whose first task is to approve the financial statements, must be called at least once a year within the term established by the articles of association and in any case not more than 120 days from the end of the financial year.

The by-laws may provide for a longer term, which in any case may not exceed 180 days and which may be used only in the presence of the obligation to prepare consolidated financial statements or of particular needs relating to the structure and purpose of the company, to be identified by a specific resolution of the Board of Directors to be adopted within the ordinary term of 120 days from the end of the financial year.

Derogating from the provisions of the above articles, the Decree states that companies may call a shareholders’ meeting for the approval of the financial statements within 180 days of the end of the financial year even if the articles of association do not provide for the aforementioned longer term and, if they do, without a specific resolution of the Board of Directors to that effect.