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  • Writer's pictureDr. Nora Szabo, LL.M.

Business & Pandemic - Online Corporate Decision-Making Process


In times of the COVID-19 pandemic the very essence of our lives, that is connecting to our loved ones, friends and family, as well as fellow colleagues has become the one thing that needed to be reevaluated. All of sudden love and care meant distance instead of closeness.


As such this effect naturally altered the business and economic sphere causing immense damage and forcing mankind to adapt, and such adaptation meant to find ways to be close from afar.


It is always better to try and seek light in darkness, therefore it is not a farfetched statement to say that at least this pandemic came in a time where we are in such a technologically advanced state that we are able to keep in touch by means of all kinds of electronic communicational devices.


In light of the above, what does this mean in the corporate world?


Based on the currently effective legal regulations applicable in Hungary (including but not limited to subsection (2) of § 3:111 and § 3:192 of Act V of year 2013 on the Hungarian Civil Code), instead of the companies and corporations holding their members' meeting or shareholder meetings in person, there is a possibility to hold online meetings of the main governing corporate body.


How do online corporate meetings work?


As per the aforementioned legal provisions, the company's deed of foundation should regulate the following matters.


  1. Which electronic devices and applications may be used to hold such members' meetings;

  2. How and under what conditions the separate functions of the approved applications can be used for the members' meetings;

  3. The usage must provide for the members to be and remain identifiable throughout the entire meeting process; and finally

  4. The application used must bear with technology ensuring that the communication among the members is constant, mutual and obstacle free.

Currently, due to the pandemic, even if the company's deed of foundation does not stipulate such provisions, then the management of the company must ensure to assemble the meeting in such a manner that the invitation containing the agenda points to be discussed during the meeting describes and enlists in detail the aforementioned criteria in order to validly hold a members' meeting remotely from an online platform.


In case the company wishes to provide a stipulation, which is in line with the currently effective legal regulations, with special regard to the fact that the Hungarian Bar Association has granted guidelines as to which electronic communications applications are deemed as approved for purposes of identification and remote signature by clients, thereby the below template text may serve as a proper example in case of remote, online corporate decision-making processes.


"The member is entitled to practice its membership rights at the meetings of the main decision-making body by means of the usage of electronic communications devices so that the members’ meeting can be held via Skype or Microsoft Teams application (or similar applications equipped for simultaneous audiovisual communication) in a manner that the members simultaneously connect to such electronic communications devices and use their audio and video functions at once (in videoconference mode) ensuring the members to be identifiable as well as the mutual and obstacle free communication among the members."


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*ALL RIGHTS RESERVED. This blogpost may not be used in any way, shape or form, furthermore it does not serve as legal advice and does not constitute any kind of legal assignment agreement. In case of questions or remarks, please feel free to contact us at nora.szabo@noraszabolaw.com.


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