Last Friday, the ministerial draft of the Virtual Shareholders’ Meetings Act (Virtuelle Gesellschafterversammlungen-Gesetz – VirtGesG) was received by the National Council. The review period runs until 26.05.2023. The law is to come into force on 14.07.2023.
According to the explanatory notes to the ministerial draft, the holding of shareholders’ meetings using technical means of communication, in particular via video conferencing, has proven itself in practice, which is why a permanent legal basis for virtual as well as hybrid meetings is now to be created.
The new law applies to meetings of shareholders or members of corporations, cooperatives, associations, mutual insurance associations, small insurance associations and savings banks. The main difference to the current legal situation under the COVID-19 Corporate Law Act is that the holding of virtual or hybrid meetings must be explicitly provided for in the Articles of Association.
The Act distinguishes between simple virtual meetings and moderated virtual meetings (with a chairperson). The former require the possibility of participation by means of an acoustic and optical two-way connection in real time. For the latter, an optical and acoustic transmission in real time as well as the possibility to participate by means of electronic communication is sufficient. Furthermore, there are special provisions for listed stock corporations.
If you have any questions about the new law, in particular about the practical implementation of the new rules, please do not hesitate to contact us.
Authors: Paul Schörghofer and Florian Wünscher