General meeting of shareholders in a simple joint-stock company
On July 1, 2021, the provisions of the Commercial Companies Code enter into force, introducing a new type of company - the so-called simple joint stock company. What is the general meeting of shareholders in this company? You will find out in the article below!
Resolutions of shareholders of a simple joint-stock company
Shareholders' resolutions are adopted at the general meeting or outside the general meeting in writing or by means of electronic communication.
Shareholders may vote using electronic means of communication if they have been specified in the articles of association or all shareholders have consented to such voting in a documentary form. Shareholders may vote in writing if each of them has consented to such voting in a documentary form. In a simple joint-stock company, shareholders may vote on resolutions in electronic form. Such a method should be provided for in the articles of association. Otherwise, all shareholders must agree to it.
Resolutions of shareholders, apart from other matters specified in this section or the articles of association, require:
review and approval of the management board's report on the company's operations and financial statements for the previous financial year, as well as discharge of members of the company's bodies on the performance of their duties;
sale and lease of the enterprise or its organized part and establishment of a limited property right thereon;
purchase and sale of real estate, perpetual usufruct or a share in real estate, unless the articles of association provide otherwise;
issue of convertible bonds or bonds with priority rights and issue of subscription warrants;
conclusion of a contract for the management of a subsidiary.
Ordinary general meeting of a simple joint-stock company
An ordinary general meeting should be held within six months from the end of each financial year. The subject of an ordinary general meeting should be:
examination and approval of the management board report on the company's operations and financial statements for the previous financial year;
adopting a resolution on dividend payment or loss coverage;
acknowledging the fulfillment of duties by members of the company's governing bodies.
Members of the company's governing bodies whose mandates expired before the date of the general meeting are entitled to participate in the meeting, review documents and submit written comments to them. A request to exercise these rights should be submitted to the management board in writing no later than one week before the general meeting.
The management board's report on the company's operations and the financial statements together with the supervisory board's report and the audit report, if required, are made available to shareholders at their request, no later than fifteen days before the general meeting.
The subject of an ordinary general meeting may also be the examination and approval of the financial statements of the capital group within the meaning of the accounting regulations and other matters.
Convening a general meeting of a simple joint-stock company
The general meeting is convened by the management board. The supervisory board may convene an ordinary general meeting, if the management board fails to convene it within the time limit specified in this branch or the articles of association, and an extraordinary general meeting, if it deems it advisable. The articles of association may also grant such authorization to another person. The convening person has the right to cancel the general meeting. A shareholder or shareholders who have requested the convening of an extraordinary general meeting have the exclusive right to cancel it. A shareholder or shareholders representing at least one twentieth of the total number of votes or the total number of shares may request that an extraordinary general meeting be convened and that certain matters be placed on the meeting's agenda.
The request to convene an extraordinary general meeting should be submitted to the management board in a documentary form.
If, within two weeks from the date of submitting the request to the management board, the extraordinary general meeting is not convened, the registration court may authorize the shareholder or shareholders submitting the request to convene the extraordinary general meeting, at their request. The court grants authorization, unless the request to convene an extraordinary general meeting is manifestly unfounded, and appoints the chairman of that general meeting.
The general meeting is convened by e-mail to the shareholder's address entered in the register of shareholders, to the address for electronic delivery or by registered letter or courier mail. The notification of the general meeting is sent at least two weeks before the scheduled date of the general meeting. The notice of the general meeting should include the date, time and place of the general meeting as well as a detailed agenda.
If the possibility to participate in the general meeting is foreseen by means of electronic communication, the notice of the general meeting should contain a detailed description of how to participate in the general meeting and exercise voting rights.
Place of the general meeting
The general meeting is held at the company's seat, unless the articles of association state otherwise. If the articles of association indicate the place of the general meeting outside the territory of the Republic of Poland, it should additionally indicate at least one place of the general meeting in the territory of the Republic of Poland. Amending the articles of association determining the place of the general meeting outside the territory of the Republic of Poland requires a unanimous resolution of the general meeting.
The general meeting may also be held elsewhere, provided that all shareholders consent to it in a documentary form.
A general meeting held outside the territory of the Republic of Poland may not adopt resolutions requiring inclusion in a protocol drawn up by a notary.
Remote participation in the general meeting
The articles of association may allow participation in the general meeting by means of electronic communication, which includes in particular:
real-time transmission of the general meeting;
real-time two-way communication in which shareholders may speak during the general meeting from a location other than the place of the meeting;
exercising the voting right in person or through a proxy before or during a general meeting.
Shareholders' participation in a general meeting may only be subject to requirements and restrictions that are necessary to identify shareholders and ensure the security of electronic communications.Detailed rules on how to participate in the general meeting by means of electronic communication are set out in the rules of the general meeting.
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Voting at the general meeting
Resolutions are adopted by an absolute majority of votes, unless the provisions of this section or the articles of association provide otherwise. Resolution on:
changes to the articles of association,
sale of the enterprise or its organized part,
issuing convertible bonds and bonds with priority rights,
dissolution of the company
- is passed by a three-fourths majority of votes, unless the articles of association provide for more stringent conditions.
A shareholder may participate in the general meeting and exercise the voting right in person or through a proxy. A resolution amending the articles of association, increasing the shareholders' benefits or limiting the individual rights of individual shareholders, requires the consent of all affected shareholders.
Voting is open. Secret voting is ordered when adopting a resolution on appointing, dismissing or suspending members of the company's bodies, granting them a vote of approval or holding them accountable. Moreover, secret voting is ordered at the request of at least one of the shareholders present or represented at the general meeting.