Due to the current COVID-19 situation, the Slovak Government is implementing an increasing number of measures, notably restricting freedom of movement and gatherings. Although these do not specifically address meetings of companies’ corporate bodies and general meetings, caution should be exercised in relation to such meetings, and other possible options should be considered.
The following alternatives could be adopted:
- Use a proxy - grant power of attorney to a designated proxy subject to, in particular, rules on conflict of interest or other statutory limitations;
- Go circular - submit votes in writing without any meeting taking place (the so called per rollam voting).
Limited liability companies
For Slovak limited liability companies, members of its general meeting can use a proxy. Provided this option is not limited by the constitutional document of the company, they can also go circular. Votes submitted by electronic means require a qualified electronic signature with an electronic time stamp.
Joint stock companies
Shareholders of Slovak joint stock companies can be represented on a general meeting by proxy. Furthermore, during the current state of emergency, the Slovak Government has permitted all members of collective bodies of Slovak private entities (i.e. GM, meetings of members of the boards) to go circular, provided that the votes are submitted in writing. These must either be in paper form with legalised signatures and delivered in accordance with strict formalities or done electronically if a qualified electronic signature with an electronic time stamp is used. If the constitutional document permits this, the members of the board (BoD /SB) can use technical facilities allowing for live remote voting.
If your company should decide on a matter that requires a notarial deed in the future, special rules may apply for each of the methods above.
Legal regulations regarding the filing of financial statements
The current pandemic is not only impacting the profits of companies, but also their ability to comply with their usual tax and accounting obligations. In recognition of the difficulties the current COVID-19 crisis is presenting, the Government has passed a measure to allow for the postponement of the filing of financial statements and tax returns for companies and legal persons until after the state of emergency is over.
If you have any queries on any of the above, or anything else, please do not hesitate to contact your key CMS advisor or our Slovak experts.