Covid-19 - Digital technologie in general meetings
Portugal
Q1
Could you please provide some information about your country’s regulation on the use of digital technologies in general meeting?
1.1. Does your country allow a company to hold a meeting entirely digitally or not?
Yes, but allows the company to regulate (and forbid) the subject in the articles of association.
1.2. How can a company identify who is participating and voting in the general meeting? Are there any barriers to the use of new digital technologies in the identification of shareholders?
If the articles of association do not stipulate anything about this, the President of the General Meeting may decide how to identify: by personal knowledge or presentation of an identification card or passport, for example. There are no such barriers.
1.3. Does a requirement to identify the place of a meeting allow the company to specify an electronic address for a shareholder to access?
The company should specify the physical address and the electronic link to access. In practice, most of the meetings are presential and through Zoom or Teams.
Q2
Does your national legislation provide any barriers to the use of new digital technologies in the communication between issuers and shareholders or the participation and voting by shareholders in general meetings?
No. To the contrary: the Government favours such technologies – and more after Covid-19.
2.1. Where meetings are held digitally (or a combination of digitally and in person), do there need to be particular protections to make sure shareholders can still ask questions?
The conduct of the meeting depends of the President. Normally, there is no problem: any shareholder may ask questions. If te President does not allow questions, the decisions may be disputed and annulated.
2.2. Can the company require shareholders to ask questions before the meeting? If questions can be asked at the meeting, how is this controlled? How must the company enable this? How do shareholders know what questions other shareholders are asking and how these are being answered? (If it is a meeting in person, they are able to hear the questions and answers.) Can the company group questions relating to a similar topic together and answer them together?
The company may require shareholders to ask questions before the meeting, but cannot prohibit them to ask questions during the meeting. This is controlled by any participant in the meeting. If the questions are asked in the Zoom or Teams, every participant may hear the questions and the answers. The company may group questions and answer them together.
2.3. What is the position if a shareholder loses their connection to the meeting (is the meeting still valid)? What if the link being used by the company is lost, so all shareholders lose the link? Can the company just reinstate the link within a certain period of time and is that still a valid meeting?
Problem is not the validity of the meeting, but the validity of the decisions taken – depending from the votes of the shareholders (and other formalities regulated by the law and the articles of association): if the shareholders missing have a high percentage of votes so that the majority could be different if they do not vote, then the decision may be argued. If the link is lost, it can be reinstated – just using common sense… (there is no legal period for that).
Q3
Please provide us with any other information or comment you deem important.
This matter is ruled, in general, by the Portuguese Companies Act (“Código das Sociedades Comerciais”, approved by Decree-Law Nr. 262/86, of 2 Septenber 1986 (with later changes): articles 54, 248, 373, 377, Nr. 5 and 6, and 379; and by the Law on Electronic Commerce (Decree-Law Nr. 7/2004, of 7 January 2004), article 26.
These laws can be consulted through the Internet: