Domenik Vogt January 19 2023 New legislation to enable meetings of corporate bodies without physical presence Gasser Partner | Private Client & Offshore Services - Liechtenstein Domenik Vogt Private Client & Offshore Services IntroductionProvisionsCommentIntroductionIn order to avoid physical contact during the covid-19 pandemic, article 8 of the Covid-19-VJBG,(1) which was valid until 30 June 2022, temporarily made it possible to hold general meetings without participants' physical presence and to pass resolutions by circulation regardless of the number of members, if precisely worded resolutions were sent to the members in writing and if the minimum number of voters required to pass a resolution participated in the vote. Under the Covid-19-VJBG, it was also possible to pass resolutions without physical presence and regardless of the number of members attending via video or telephone conference. In such cases, mechanisms for participation and voting had to be announced in the convocation.To permanently incorporate the alleviation and improvements provided by the Covid-19-VJBG, the Liechtenstein Persons and Companies Act was amended to implement hybrid and virtual meetings. The new provisions entered into force on 1 August 2022.ProvisionsThe new provisions of the PGR deal with the following key points:In addition to the already possible adoption of resolutions by circular letter (now article 112, paragraph 4, item a, of the PGR), it will also be possible to adopt resolutions by electronic means (article 112, paragraph 4, item b, of the PGR).Pursuant to article 177a, paragraph 1, of the PGR, the board of directors may provide that participants who are unable to attend a physical meeting may exercise their rights through electronic means (electronic participation and voting).Article 177a, paragraph 2, of the PGR states that meetings and the passing of resolutions may be done entirely virtually regardless of the number of members and therefore without physical presence and place of meeting. The company's articles of association must provide for this possibility and be amended accordingly in advance.The necessary amendment to the articles of association can be decided during a hybrid meeting held in accordance with article 177a, paragraph 1, of the PGR (members can participate electronically in the in-person meeting).According to article 177b of the PGR, the convening of a meeting held in this form must, in addition to the general requirements, according to article 167, paragraph 3, of the PGR, also contain mechanisms for participation and voting. If a completely virtual meeting within the meaning of article 177, paragraph 2, of the PGR is held, the indication of the venue is consequently omitted.Article 177c of the PGR stipulates that the board of directors regulates the electronic mechanisms and ensures that:the identity of the participants is known;the vote of the assembly is instantly transmitted;every participant can make motions and take part in the discussion; andthe result of the vote cannot be distorted.In the event of technical problems, the meeting must be repeated in accordance with article 177d of the PGR. Resolutions passed before the technical problems occurred remain valid.If the adoption of a resolution requires public certification according to article 177 of the PGR (eg, establishment, amendment of statutes and dissolution of the legal entity), the certifying officer must be present at the place of meeting. Accordingly, such resolutions can only be passed for the foreseeable future during a hybrid meeting.CommentThe new provisions were included in the general provisions for the supreme body of legal entities. This means that they apply to all corporations under Liechtenstein law, in particular to joint-stock companies, establishments, associations, limited liability companies and cooperatives.Finally, it should be noted that the above amendments represent an interim step towards a more far-reaching reform of company law in view of the implementation of EU Directive 2019/1151 (the Digitalisation Directive). According to the government's plans, the Digitalisation Directive is to be implemented by 1 January 2024.For further information on this topic please contact Domenik Vogt at Gasser Partner Attorneys at Law by telephone +423 236 30 80) or email ([email protected]). The Gasser Partner Attorneys at Law website can be accessed at https://gasserpartner.com/en.Endnotes(1) LGBl 2021/358.