In recent years, companies have adapted their organizational structures to new technologies. One of the most prominent transformations has been the adoption of telematic General Meetings and Boards of Directors, a practice that gained special relevance after the COVID-19 pandemic. The need to ensure business continuity accelerated the use of digital tools, prompting legislation changes for telematic and hybrid meetings (a combination of in-person and virtual participation). These changes enable shareholders and directors to engage remotely through secure digital platforms.
Key aspects of telematic general meetings and boards
Regulatory compliance and legal requirements
Companies holding telematic meetings must meet legal requirements and ensure secure, reliable communication. Their bylaws must permit remote participation, and any amendments require approval by at least two-thirds of the share capital at a General Meeting.
Ensuring security and reliability
The success of telematic meetings depends on technological tools that enable secure, seamless, and verifiable participation. The chosen platforms must guarantee the following:
- The identification and legitimacy of participants.
- Real-time interaction among attendees.
- Protection against impersonation and technical failures to ensure the validity of the meeting.
Impact on corporate dynamics
Beyond legal and technical aspects, companies must assess how telematic meetings influence decision-making and participant engagement. Removing geographical barriers can enhance attendance and streamline corporate governance, offering greater flexibility and accessibility.
Types of permitted meetings
Current regulations recognize two types of telematic meetings:
- Hybrid (mixed) meetings: Some members attend in person, while others participate virtually.
- Fully telematic meetings: All participants attend remotely.
In both cases, the bylaws must explicitly allow telematic participation and ensure that the chosen technology enables proper identification and communication among members.
Adaptation of the corporate bylaws
To implement telematic or hybrid meetings, companies must follow these steps:
- Approval at the General Meeting: by at least two-thirds of the share capital.
- Formalization of the agreement: in a public deed.
- Registration with the Commercial Registry: The amendment of the bylaws must be registered to be legally valid.
The introduction of telematic General Meetings and Boards of Directors has reshaped corporate governance in Spain, offering companies greater flexibility and efficiency. However, to ensure compliance with Spanish regulations, businesses must adapt their bylaws and implement secure technological solutions that guarantee transparency, security, and the legal validity of their meetings.
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