The Covid-19-related measures restricting movement and travel make general meetings ("GM") difficult to hold – particularly when foreign shareholders are involved – as the GM is typically held with shareholders being physically present.
However, Slovenian law provides a statutory option for limited liability companies (LLC), which enables shareholders to pass resolutions outside the GM, by communicating votes to the director remotely. The legal effect is the same while the logistics are simpler, as being physically present at the GM is not required.
Requirements for holding a remote GM
The prerequisite for holding a remote GM (i.e. voting on resolutions by correspondence) is unanimous consent of all shareholders of the company, including those who would otherwise not be involved in the voting on the resolutions. Provided such consent is reached, the shareholders may pass resolutions by communicating their votes to the director of the company by written or electronic correspondence (e.g. via e-mail).
The process requires three main steps:
- The director calls the GM by sending a letter, by registered post, to all shareholders, containing:
- the GM agenda, together with proposed resolutions;
- a proposal not to hold the GM, but for the shareholders to pass resolutions by remote (electronic) voting;
- a template statement of consent to the remote GM; and
- a voting ballot to vote on the proposed resolutions.
- The shareholders sign the statement of consent to the remote GM and send it, together with the completed voting ballot, back to the director; these documents may be sent via e-mail (nonetheless, it is advisable to send them, in parallel, also via post, for recordkeeping of original hard-copies).
- The director assesses whether the unanimous consent of all shareholders to the remote GM has been received; after having counted the votes and determined which resolutions have been passed, the director prepares minutes of the remote GM and sends them to all shareholders.
The above describes the statutory regime for a remote GM. The articles of association of LLCs may regulate the manner of shareholders' remote decision-making differently, or may – less frequently – even exclude it. This would prevail over the statutory regime.
This overview applies to joint-venture LLCs with multiple shareholders. With single-shareholder LLCs, the procedure is simplified in any case: resolutions passed by the sole shareholder apply after having been entered into the book of resolutions.
It should be noted that holding such a remote GM is not practicable in the above sense to the extent involvement of a notary is required (applicable in cases of resolutions on certain amendments to the articles of associations or changes to the subscribed share capital).
In any event, it is worthwhile taking note of future developments of Covid-19 measures, as the legislature might (further) facilitate simplified holding of GMs.