Voting Rules Of Shareholders In Commercial Companies

  • Piotr Pinior
Keywords: commercial company, shareholder’s right, voting rules


Voting rules of shareholders in commercial companies has changed after implementing the directive 2007/36/EU on the exercise of certain rights of shareholders in listed companies which allows taking up resolutions by electronic means. The aim of the directive was to enable voting for non resident share holders in listed companies. The implementation introduced, apart from the traditional general meeting, three possible ways of using electronic means: real-time transmission of the general meeting, real-time two-way communication enabling shareholders to address the general meeting from a remote location, a mechanism for casting votes, whether before or during the general meeting, without the need to appoint a proxy holder who is physically present at the meeting. According to the new regulation, shareholders’ voting can be classified upon different criteria. As for the voting place it is possible to give votes at the general meeting or in remote place during real-time two-way communication (so called e-voting) or by correspondence. Voting moment differs whether you cast votes during or before meeting (by correspondence). There are different means of voting: open or secret voting and written traditional or electronic form. The criterion of voting persons means that votes shall be cast either by shareholders themselves or by proxies. The criterion of uniformity means that a shareholder can give votes in the same way from all his shares or can give different votes from different shares. All these rules have made it easier to cast votes, especially for non resident in listed companies but have brought some difficulties for practice.


1. J.A. Strzępka, E. Zielińska, W. Popiołek, P. Pinior, Commercial Companies Code. Commentary. Ed. J. A. Strzępka, 6th Ed. Warsaw 2013
2. S. Sołtysiński, A. Szajkowski, A. Szumański, J. Szwaja, A. Herbet, M. Mataczyński, I. B. Mika, T. Sójka, M. Tarska, M. Wyrwiński, Commercial Companies Code. Commentary. Vol. III. 3rd Ed. Warsaw 2013
3. A. Kidyba, Commercial Companies Code. Commentary. Vol. II. 10th Ed. Warsaw 2013
4. M. Romanowski, A. Opalski, Amendment of Commercial Companies Code on the Exercise of Certain Rights of Shareholders in Listed Companies. Monitor Prawniczy Annex Nr 7/2009
5. S. Sołtysiński (Ed.),System of Private Law. Companies Law. Vol. 17 B. Warsaw 2010.