Approval of the Financial Statement 2020: video conferences until March 2021

The 2021 “Milleproroghe” decree extends until 2021 the provisions introduced by Article 106 of the “Cura Italia” decree which are aimed at facilitating the course of shareholders’ meetings. For the financial year 2020, it is also possible to partially derogate from the rules laid down by the Legislator in Articles 2364 and 2478-bis of the Civil Code, or from the provisions of the Statute.

Until March 2021 it will be possible:

  1. to convene the general meeting within the limit of 180 days from the end of the financial year;
  2. to provide for electronic voting or correspondence means;
  3. To provide that interventions in the meetings might also take place exclusively by means of telecommunications;
  4. To conduct a meeting also when the Chairman and the Secretary of the assembly are in different places.

With regard to this last point, the Milan Notary Council, through the issuance of maxim no. 187, anticipating the provisions of the Legislator, emphasises that the clauses which provide for the presence of the secretary and the chairman in the place of the meeting, must be understood as functional to the formation of the minutes of the meeting, signed by both the chairman and the secretary, without therefore affecting the regular conduct of the meeting.

There would therefore remain the possibility of subsequent drafting of the minutes with signature, even if not contextual to the meeting.

As interpreted by Assonime, the specific provisions of the Civil Code not derogated from by Article 106 of Decree-Law 18/2020 (Articles 2363, 2366 and 2370 of the Civil Code) presuppose that a physical place is always identified, therefore where the activity of taking minutes is performed. This would lead to the need to identify a physical place of performance in the call notice, which the Notariat (Assonime confirms the content of Massima 187) identifies in the place where the Secretary, therefore the person who is taking the minutes, is present, and with the possibility of the Chairman of being remotely connected even in the event of direct appointment summoned by the shareholders’ meeting.