Remote General Meetings and Board of Directors meetings

In this period of control and travel restrictions adopted in light of the fight against the COVID-19 outbreak in the Principality, the Ministerial Decision of 18 February 2021 related to the assemblies and meetings of collegial administrative, supervisory and management bodies*, provides a welcomed flexibility to the foreign shareholders and managers of Monegasque companies.

The State Minister has decided to reinstate, until the 30th of April 2021, the derogations that had been taken at the time of the first confinement with regard to the convening, participation and deliberation of collegial bodies’ assemblies and meetings in civil and commercial companies, economic interest groups, associations and foundations.

As a reminder, Law n° 1.488 of 11 May 2020** had authorized these Monegasque entities, to hold the shareholders meetings and/or the board of directors meetings remotely, even if their articles of association did not authorize such meetings.

What are the rules applicable once again?

Directors, shareholders, partners, or members, as the case may be, as well as other persons entitled to attend (for instance, the auditors), may validly participate in a general meeting or a collegial body’s meeting by means of a telephone or audiovisual conference which must allow for the continuous and simultaneous retransmission of the deliberations.

They may be notified by any means ensuring that they are effectively informed of the date and time of the meeting, as well as of the conditions under which they will be able to exercise all the rights pertaining to members or participants.

The participation and voting of members at the meeting remain governed by the relevant applicable texts, as amended and supplemented, and where applicable, by the above-mentioned law of 11 May 2020 (for example, the convening deadlines provided for in the articles of association must be respected).

These persons are deemed to be present for the calculation of the different quorum and majority rules.

The corporate bodies’ decisions may also be taken by simple written consultation (this is possible regardless of a clause in the articles of association permitting or opposing it).

However, specifically concerning the assemblies, written consultation is only possible where legal provisions provide for it (this is the case for limited liability companies for example). It is excluded for decisions concerning the annual approval of the financial statements.

In any event, we strongly recommend that you provide for a specific mechanism in your articles of association allowing, even outside the period of travel restrictions related to the COVID-19 pandemic, the holding of shareholders meetings and/or board of directors meetings' remotely, in all legality.

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* decision taken pursuant to Article 24 of Law No. 1.488 of 11 May 2020 prohibiting abusive dismissals, making teleworking mandatory for positions that allow it, and providing for other measures dealing with the COVID-19 pandemic.

** prohibiting abusive dismissals, making teleworking mandatory for positions that allow it, and providing for other measures dealing with the COVID-19 pandemic.