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19

Jan
2023

Legal news

Companies and taxation

19/ Jan
2023

Legal news

Companies and taxation

Extension until 30 April 2023 of the provisions of Law No. 1.488 relating to assemblies and meetings of collegiate administrative, supervisory and management bodies during the Covid-19 period

The Ministerial Decision of 10 January 2023 (JDM No. 8635 of 13 January 2023) extended the application of Articles 16 to 21 of Law No. 1.488 of 11 May 2020 on various measures to deal with the COVID-19 epidemic, to the assemblies and meetings of the collegiate administrative, supervisory and management bodies held until 30 April 2023 inclusive.

As a reminder, these exceptional arrangements are as follows:

Assemblies (Assemblées):

The rules on convening, participation and deliberation are adapted.

  • Possibility of holding a meeting without the members and other persons entitled to attend being physically present, or by telephone or audiovisual conference;
  • Possibility to take decisions of the meetings by written consultation of their members (where legal provisions provide for this possibility) without the need for a clause in the articles of association or the possibility of opposing it, whatever the subject of the decision on which the meeting is called to decide, excluding decisions concerning the annual approval of the inventory, the balance sheet, the profit and loss account and the notes to the accounts.

Meetings of collegiate administrative, supervisory and management bodies:

  • The members of the collegiate administrative, supervisory or management bodies shall be deemed to be present at the meetings if they participate by means of a telephone or audiovisual conference allowing their identification and guaranteeing their effective participation, without any clause in the articles of association or the internal regulations being necessary for this purpose or being able to oppose it;
  • Decisions of collegiate administrative, supervisory or management bodies may be taken by written consultation of their members under conditions ensuring collegiate deliberation, whatever the subject matter of the decision on which the body is called upon to decide, without any clause in the statutes or rules of procedure being necessary for this purpose or being able to prevent it.

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