How to proceed regarding the holding of General Meetings for the approval of annual accounts with mandatory deadlines (legal or statutory)?

  • Associations and cooperatives under the obligation to approve annual accounts for the previous year will benefit from a deadline extension for the holding of their General Meetings, until 30 June 2020.
    All entities under the obligation to submit their annual accounts to the Social Security Administration (Instituto da Segurança Social), notably, all IPSS and similar organisations, will benefit from a deadline extension until 31 July 2020.

Do Foundations also benefit from a deadline extension?

  • Although Foundations are not expressly mentioned in the law (contrary to associations and cooperatives), there are arguments suggesting that these entities can also benefit from a deadline extension for the holding of their Board of Director meetings to approve annual accounts. However, these arguments should be analysed on a case by case basis.

Irrespective of the deadline extension, if a General Meeting must be held, how should we proceed?

  • If necessary, General Meetings have been held by telematic means (such as video conferencing, Skype, Zoom, Microsoft Teams or other such means), provided that (i) the institution’s bylaws do not expressly forbid this; (ii) the participation and interaction of all participants can be guaranteed, i.e. all participants can follow the proceedings and be heard; and (iii) the content of the resolutions passed and the respective intervening parties are duly registered in the minutes. If meetings cannot be held remotely, telematic and presential means should be used together.
    All required procedures with respect to General Meetings should continue to be observed, but may be adapted when necessary. Some recommendations in this regard:
    • The representation letters of corporate members and, if necessary, the relevant proxy letters, should be presented to the President of the General Meeting.
    • The convening notice should mention the possibility of participation by telematic means. However, if the original notice was silent on this matter, members should be informed of this possibility until the holding of the meeting, via the same means used to disseminate the convening notice.
    • All information should be made available exclusively on the institution’s website, with a view to restricting trips to its headquarters for consultation purposes.
    • Voting, information requests and other relevant communications should be carried out by email.
    • The minutes of the General Meetings can be drawn up as a separate independent document. If the President and the Secretary of the Board of the General Meeting are not in the same location, this document should be printed in two copies and each should be signed by one member of the Board of the General Meeting. The minutes must subsequently be recorded in the respective Book of Minutes.

And what about the meetings of Board of Directors, the Audit Committee and of other collegial bodies?

  • In these cases, the same procedure adopted for General Meetings can be followed, i.e. the meeting may take place via telematic means and its content formalised in various copies of the same minutes, which shall each be signed by a member of the body in question and subsequently recorded in its Book of Minutes. The meetings of these bodies will not require a record of attendance.
    In the case of a resolution gathering the affirmative vote of all members of the body, in the absence of a meeting, a unanimous resolution can be formalised in writing. It must be signed by every member of the relevant body, in separate copies if necessary, and subsequently recorded in the respective Book of Minutes. For example, members must unanimously agree to approve the annual report and accounts without the holding of a meeting.

 

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This information is being updated on a regular basis.

All information contained herein and all opinions expressed are of a general nature and are not intended to substitute recourse to expert legal advice for the resolution of real cases.