Can a general meeting be held online?

The short answer

Usually yes, if your law and your own rules allow it. A general meeting can be held fully online or as a hybrid meeting when the statute that governs you and your articles or statutes permit it. The notice must then tell members how to take part and vote electronically.

Members must keep the rights they would have in the room: to attend, to be heard and to vote. This post explains the three formats, what EU, UK and German law say, and what to check before you call an online meeting.

What is the difference between a virtual, hybrid and physical meeting?

A physical meeting has everyone in one place. A hybrid meeting keeps a venue, and members may also join and vote electronically. A virtual (fully online) meeting has no venue: everyone takes part electronically.

Does the law allow online general meetings?

Many European laws allow electronic participation, but the conditions differ by country and legal form. Three examples show the range.

Listed companies in the EU. The Shareholder Rights Directive requires Member States to permit companies to offer shareholders any form of participation in the general meeting by electronic means (Directive 2007/36/EC, Art. 8(1)). The examples it lists are real-time transmission, real-time two-way communication from a remote location, and a way to vote before or during the meeting without a proxy holder in the room. The directive covers companies with their registered office in a Member State whose shares are admitted to trading on a regulated market (Art. 1(1)).

UK companies. Nothing in Part 13 of the Companies Act 2006 prevents a meeting being held so that people who are not in the same place can attend, speak and vote by electronic means (Companies Act 2006, s. 360A). Whether a meeting may have no physical place at all is a question for your articles: read them before you call a fully virtual meeting.

German associations (eingetragener Verein). The notice may provide that members can take part electronically without being at the venue: a hybrid meeting. The members can resolve that future meetings may also be called as virtual meetings. Either way, the notice must state how members exercise their rights electronically (BGB § 32(2)).

German stock corporations (AG). The articles may provide, or authorise the management board to provide, that shareholders take part without being at the venue and exercise their rights electronically (AktG § 118(1)). They may also provide that the meeting is held without shareholders or their proxies physically present at the venue. Such a provision may run for at most five years (AktG § 118a).

Other countries and legal forms, such as housing co-ops and owners’ associations, have their own rules. Check the statute that governs you and your own articles.

Do your articles or statutes need to allow it?

Often, yes, for a fully virtual meeting. A German association needs a members’ resolution before it can call virtual meetings, and a German AG needs a clause in its articles. Where your rules name a place of meeting, or say nothing about electronic participation, take advice before you rely on a meeting with no venue.

A hybrid meeting keeps a venue, so it fits rules that assume one. It can be a first step while you change your articles.

What must the notice of an online meeting say?

The notice must still be sent on time. A UK private company needs at least 14 days’ notice, and a public company’s annual general meeting at least 21 days (CA 2006, s. 307). Your articles or statutes may set other periods.

For an online or hybrid meeting, the notice should also say:

• how members join and how their identity is checked;
• how they vote, and whether they can vote before the meeting;
• how they ask questions or speak;
• how proxies are appointed (see proxy voting at a general meeting);
• what happens if the connection fails.

German association law requires the notice to state how members exercise their rights electronically (BGB § 32(2)).

How do you check identity and count votes online?

Give each member a personal way in, tied to their entry in the member or share register. For listed companies, the directive allows only the requirements necessary to identify shareholders and secure the communication, and only in proportion to those aims (Art. 8(2)).

Then count the way your rules say. Weight votes by shares or units where your rules require it. Record who took part, so you can show the meeting was quorate. Understanding quorum explains how attendance is counted.

What can go wrong?

• Members cannot get in. Give a support contact in the notice, and decide in advance when the chair will pause or adjourn.
• Members cannot be heard. Offer a way to ask questions or speak, and record them in the minutes.
• The format was not allowed. A meeting held in a format your rules do not permit risks challenge to every resolution passed. Check first.

Checklist before you call an online meeting

• The statute that governs you allows electronic participation for your legal form.
• Your articles or statutes allow the format (hybrid or virtual), or the members have resolved to allow it.
• The notice goes out on time and says how members join, vote, speak and appoint proxies.
• Each member has personal access tied to the register.
• Votes are counted with the right weights and majority.
• Attendance is recorded for quorum.
• You have a plan for technical failure.
• Minutes record the format, attendance and every result.

Where Assembley fits

Assembley runs digital and hybrid general meetings, with quorum tracking, proxy voting, votes weighted by shares and documented minutes with an evidence package. Votes by shares need the Advanced voting add-on; without it, each voter has one vote. It does not decide whether your rules allow an online meeting: that is for your law, your articles and your adviser. How digital general assemblies work and remote vs in-person participation show how it works in practice.