On 7.7.2023, the National Council passed the Federal Act on the Conduct of Virtual Shareholders’ Meetings (Virtual Shareholders’ Meetings Act – VirtGesG), which came into force on 14.07.2023.
The above-mentioned federal law now opens up the permanent possibility of providing in the articles of association (statute, articles of association) of a company that a meeting of shareholders can be held without the physical presence of the participants (“virtual meeting”). Already during the Covid-19 pandemic, the holding of virtual meetings was temporarily permitted.
In contrast to the legal basis that enabled the virtual holding of virtual shareholders’ meetings during the Covid-19 pandemic, it is now necessary that the articles of association (statute, articles of association) provide for the possibility of holding a virtual meeting at all. Without such a provision, virtual holding is still not possible.
The legislator distinguishes between two forms of virtual assembly, on the one hand the “hybrid assembly” and on the other hand the “virtual assembly”. In contrast to the virtual meeting, the hybrid assembly is characterized by the fact that the individual participants have the right to choose whether they want to participate in the general assembly physically or exclusively virtually.
In order to prevent any risk of misuse of the virtual meeting, it is advisable to regulate in the articles of association under which circumstances the convening of a virtual general meeting should be permissible. In this regard, it should be borne in mind, for example, that if an amendment to the articles of association (capital increase, etc.) is to be decided, the holding in virtual form is not permitted or, in this case, a hybrid meeting must be held in order to enable the participants to participate physically.
For further information, please contact:
Luca Trondl, Lawyer
Zumtobel + Kronberger, Salzburg
e: ta.walue@eciffo
t: +43 662 62 45 00
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