Digital General Assemblies without physical presence

Fact of the Month
May 4, 2021

Expected for January 2022, the entry into force of the company law revision will allow companies to proceed to digital general assemblies without physical presence.

The option of a digital general assembly must be specified in the statutes of the company and if the company is listed, the board of directors must appoint an independent representative.

Furthermore, the board of directors has the responsibility to ensure the following:

- The participants are identified;

- interventions at the assembly are broadcasted live;

- all participants have the possibility to issue propositions and participate to the debates;

- the result of the votes cannot be falsified.

Companies willing to use this opportunity from the start are recommended to include a provision in their statutes at the next opportunity. According to the commercial register of the canton of Vaud, an early adoption of this right in the statutes should not be verified by the register or be ground for refusal of update. It is already possible to include the option of a digital assembly in the articles of incorporation before the legislative change and will therefore not be rejected by the register.

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