Through Decree No. 3605/2020, the Executive Branch approved an extraordinary system that regulates the holding of Shareholders and/or Board Meetings of Public Limited Companies through telematic and/or remote means, a measure with validity until Dec 31 2020.

In addition, the regulation is applicable to any company that the Civil Code and/or their own Bylaws refer to the regulations established for Public Limited Companies.

Specifically, Decree No. 3605/2020 provides that Boards of Public Limited Companies may hold their meetings remotely, ensuring the effective presence and/or participation of their members, in real time and simultaneously with the other participants, by telematic means.

Meetings must allow simultaneous participation of all authorized individuals by means of audio and video transmission which should be entirely recorded and be part of the corporate files for 5 (five) years.

Besides the requirements established by the Civil Code, Public Limited Companies that choose to hold their meetings remotely must meet the following requirements:

  • Make the call for holding the meeting following legal and/or statutory provisions, stating which electronic means can be used to participate and the company’s electronic address valid for the relevant communications.
  • Establish mechanisms for:

o Accreditation of the right to participate and/or identification of participants.

o Access to the meeting, as well as prior access to information and/or documents related to the set agenda.

o Participation in discussions, form and means of voting.

  • In the event the original shares cannot be delivered, submission in digital format issued by a legally authorized entity (national or foreign) or certified by a notary public will suffice.

o Such certificates must bear the number of delivered shares and the characteristics and/or entitled rights.

o When delivered, partners or shareholders must notify the company their valid e-mail address for receiving applicable reports and documents.

  • Matters discussed and decided in the meetings should be stated in the corresponding corporate book, minutes must bear handwritten or digital signature.
  • Signature on the attendance register and data required to be stated will be considered fulfilled when the information provided by Art. 1084 of the Civil Code is included in the minutes and telematic records.

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