Virtual shareholder meetings: new legal basis and requirements

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Having come into force on 14 July 2023, the Austrian Virtual Shareholder Meeting Act (the "Act") allows stock corporations and limited liability companies to conduct shareholder meetings in different forms, such as virtually through a videoconference or hybrid meetings. The Act provides for "simple" or "moderated" virtual meetings. Simple virtual meetings are designed for companies with a small number of shareholders, as all participants are allowed to speak at any time. Moderated virtual meetings are suitable for companies with a larger number of shareholders, as shareholders can only speak after a corresponding request via chat-function or e-mail. There are also specific provisions for publicly listed companies.

To be held, virtual or hybrid shareholder meetings require a provision authorising them in the articles of association (AoA). For publicly listed companies, this provision must be limited to a maximum of five years.

As virtual shareholder meetings have no legal basis in the AoA of most Austrian companies, an amendment is needed. The AoA should also determine whether the convening body is authorised to decide on the form of the meeting. Amending them requires a shareholder resolution with a qualified majority and registration of the change of the AoA in the commercial register. Newly founded companies should already include a provision authorising virtual shareholder meetings in their incorporation documentation.

authors: Stefanie Aichhorn-Wöss, Constantin Maras