3/30/2021
The Covid-19 pandemic has had an impact on the corporate world. In this sense, if before some technological innovations were nothing more than projects, now they are reality. This is the case of digital quotaholders and shareholders meetings, which have become a necessity in the face of social distancing policy.
In March 2020, Provisional Measure 931/2020 was edited, allowing companies to hold digital quotaholders and shareholders meetings. Subsequently, the measure was converted into Law No. 14.030/2020, extending the possibility of holding completely digital meetings, without prejudice to the possibility of holding meetings in a hybrid way.
In view of the need for specific regulations, the Brazilian Securities and Exchange Commission (CVM) issued CVM Normative Instruction No. 622/2020, which contains provisions regarding digital shareholders meetings for publicly-held companies. The National Department of Business Registration and Integration (DREI), in turn, issued Normative Instruction DREI No. 79/2020, which deals with the holding of digital shareholders meetings for closed stock companies and quotaholders meeting for limited companies.
Note that in case of quotaholders or shareholders meetings held in digital or hybrid form, some requirements and obligations must be observed, according to the rules mentioned above.
Among them, the obligation to keep the full recording of the meeting stands out. In addition, especially regarding to limited liability companies, the use of remote voting ballots has been regulated. It must contain certain minimum information to be indicated by the company and that must be returned by the quotaholders to the company at least 5 days before the conclusion of the meeting.
The electronic participation and voting system is mandatory at totally or partially digital meetings, as it is through it that shareholders can express their agreement or not with the subject under resolution.
Our Corporate team is available to assist with any questions or clarifications, as well as to provide more detailed information on the realization of digital assemblies.
Co-authors: Maria Beatriz Grella Vieira and Luísa Oliveira Ramos
