Multimember corporate body sessions during the COVID-19 pandemic

Given COVID-19’s pandemic status, the general recommendation from health and state authorities is to avoid direct face to face meetings and reduce our number of social contacts as much as possible.

However, sessions of multimember corporate bodies cannot stop, and the decision-making processes should continue. In these unprecedented times all multimember corporate bodies of Serbian companies should look at the alternatives available under the Companies Act, which allow sessions to be held via modern communication equipment and devices. This document serves as a quick refresher as to how Serbian companies should go about holding sessions remotely.

Article 212 of the Companies Act stipulates that sessions of the General Meeting of an LLC may be held via conference call or other audio and visual conference equipment, so that all persons participating in the work of a session may communicate among themselves simultaneously. A point worthy of note is that persons participating remotely in the work of a session are deemed present at the meeting in person.

Article 341 of the Companies Act also provides for remote participation in the General Meeting of joint stock companies. Namely, the Articles of Association or standing orders of a General Meeting may allow for participation in the work of the General Meeting via electronic means, as follows:

via real-time transmission of the general meeting;
via real-time, two-way transmission of the general meeting where it is possible for stockholders to address the general meeting from a different location;
by way of electronic voting, either before or during the session, without the need to appoint a proxy to be physically present at the session.

Finally, sessions of the boards of directors and supervisory boards may also be held in writing or electronically, by phone, telegraph, fax or some other means of audio-visual communication, provided there are no written objections by the directors or supervisory board members, unless otherwise prescribed by the articles of association or standing orders of the board of directors.

To conclude, in order to avoid the negative consequences and take a proactive and socially responsible approach to COVID-19 it might be best to employ some of the remote meeting options permitted under the Companies Act. Prevention is better than cure and this is where modern technologies like audio and video apps come into play.

For more information, please contact us via covid19@geciclaw.com