Videoconference Meetings of Corporate Bodies

In recent years, videoconferencing has ceased to be an occasional alternative, becoming a widely used method of working, among other things, in corporate meetings. Boards of directors, boards of auditors, and, increasingly, shareholders’ meetings are consistently using remote connection tools.

The experience gained during the emergency period has accelerated an already ongoing process, helping to consolidate practices that now require a comprehensive framework. At this stage, once the urgency has been overcome, there is a need to define more clearly, both from a regulatory and operational perspective, the procedures for managing corporate meetings in a digital environment.

The regulatory framework for telematic meetings is the result of a layering of sources: the Civil Code, emergency legislation, subsequent extensions, and notarial practice.

The emergency regime was due to end on December 31, 2025, but the 2026 Milleproroghe decree finally [1]granted an operational extension until September 30, 2026.

This structure entails a fundamental distinction between:

• transitional provisions , in force until 30 September 2026;
• standard regulation , in force from 1 October 2026 (subject to further extensions).

The transitional regime

The transitional regime, pursuant to Article 106 of Legislative Decree no. 18/2020, allows for extensive operational flexibility, thanks to the possibility of:

• in terms of performance [2]:

1. hold meetings completely remotely;
2. permit or require participation by means of telecommunications;
3. operate even in the absence of statutory provisions.
4. with reference to the vote:
5. provide for electronic or postal voting;
6. in limited liability companies, provide for written consultation or express written consent;
7. In listed companies, provide in the notice of the meeting that the right to vote is exercised exclusively through the designated representative pursuant to art. 135-undecies of the TUF , excluding physical and remote participation, even in derogation of a contrary provision in the bylaws.

Discipline in force

Once the emergency situation ends, the ordinary rules will apply, supplemented by notarial guidelines, differentiated based on the relevant corporate body, as described below.

Board of Directors

For the Board of Directors , videoconferencing is permitted as a matter of course, even without a statutory clause.

The foundation is Article 2388 of the Civil Code for joint-stock companies (and Article 2475, paragraph 3 for limited liability companies), which regulates meetings by requiring compliance with the collegial method: all participants must be able to intervene in real time, be identified, and consensually form the body’s decisions.

Prevailing legal doctrine and case law have long agreed that these requirements are perfectly satisfied by videoconferencing.

This approach was further confirmed by the recent Resolution No. 216/2025 of the Notarial Council of Milan, which identified the aforementioned requirements and the secretary’s preparation of the minutes (in person or via videoconference) as the conditions for the proper conduct of meetings.

Board of Auditors

Article 2404 of the Italian Civil Code regulates meetings of the Board of Statutory Auditors without expressly specifying the procedures for their conduct. The prevailing legal theory, adopted by notarial practice and by Maxim no. 216/2025 itself, is that the Board of Statutory Auditors may meet via videoconference even without a statutory clause, meeting the same requirements as the Board of Directors .

Shareholders’ meetings

This legislation provides for a clear distinction between joint-stock companies and limited liability companies.

In joint stock companies, intervention via telecommunications is permitted , pursuant to art. 2370, paragraph 4 of the Civil Code, only in the presence of a specific statutory clause (even if generic).

In the absence of such a clause, the requirement for physical presence applies exclusively to shareholders and does not preclude the possibility of other individuals, such as directors and members of the supervisory body, participating remotely. This is due to the different nature of participation, which, for individuals other than shareholders, does not translate into the exercise of the right to attend the meeting or the right to vote.

Furthermore, the lack of a specific statutory clause does not invalidate a meeting held via telecommunications when the meeting is constituted as a full meeting pursuant to art. 2366, paragraph 4, of the Italian Civil Code, i.e., when the entire share capital is represented and a majority of the members of the administrative and supervisory bodies participate.

For LLCs , freedom is structurally broader because Videoconferencing is permitted without a statutory clause, unless explicitly prohibited.

This means that LLC shareholders’ meetings can be held and deemed validly constituted if all or some of the participants are connected remotely, even if the bylaws do not provide for this possibility.

The principle remains that, if the meeting is convened by specifying a physical location, the person responsible for recording the minutes, i.e., the secretary or notary, depending on the form of the document, must be present at that location. However, the presence of the chairperson at the same location is not required, even if the bylaws provide for the co-presence of both the chairperson and the secretary. Such provisions, in fact, generally facilitate the simultaneous drafting of the minutes, which, however, may also be prepared after the meeting and signed at a later date. If the minutes are drawn up publicly, the mere signature of the notary is sufficient.

Summary table

The advantages of digital governance

The spread of videoconferencing tools in corporate governance is generally associated with a series of well-established benefits, including:

• reduction of operating costs , particularly with reference to travel and meeting organisation expenses;
• greater speed in decision-making processes , thanks to easier convening of corporate bodies;
• increased participation , especially by non-executive directors and members of supervisory bodies;
• time optimization , with greater flexibility in managing commitments;
• reduction of environmental impact , linked to the reduction of physical travel.

Alongside these profiles, which are predominantly organizational and economic in nature, a different assessment emerges if the quality of governance is taken into consideration.

In-person meetings foster more effective interaction between participants, allowing for more comprehensive communication and deeper mutual understanding. These aspects positively impact the quality of discussions, making them generally more direct, less formal, and better suited to managing complex situations or situations characterized by divergent positions.

It follows that, even in a context where remote methods represent a fully legitimate and efficient tool for the ordinary management of meetings, in-person meetings retain particular value, particularly with regard to meetings with strategic content, decisions with greater impact, or situations requiring in-depth discussion among members of corporate bodies.

It is therefore necessary to plan the activities of corporate bodies while maintaining a reasonable balance between the pursuit of cost-effectiveness, on the one hand, and the advantages of direct interpersonal exchange and wide-ranging discussions, which are more suited to issues of strategic importance.

Operational risks and attention profiles in remote meetings

The use of telecommunications equipment during meetings of corporate bodies, while undoubtedly offering advantages, requires the adoption of appropriate operational precautions to prevent potential invalidity of resolutions (Article 2388, paragraph 4 of the Italian Civil Code for joint-stock companies; Article 2479-ter of the Italian Civil Code for limited liability companies) and organizational issues.

The main ones are highlighted below:

• Identification of participants

The certain identification of participants ensures that decisions are correctly attributed to the legitimate parties.

Operational and notarial practice tends to exclude the sufficiency of a mere verbal declaration, requiring suitable identification methods, such as:

• access via registered credentials and strengthened authentication systems (e.g. two-factor authentication);
• document verification at the beginning of the meeting, with an annotation in the minutes;
• use of electronic signature tools (advanced or qualified), particularly for more significant resolutions.

• Connection continuity and voting management

Connection interruptions may generate uncertainty about the validity of votes, particularly with regard to verification of quorums.

To this end, it is appropriate that the statute or internal regulations expressly regulate such situations, providing, for example:

• criteria for recalculating the quorum in the event of disconnection before voting;
• how to manage interruptions that occur during voting operations;
• alternative connection tools (e.g. telephone line) to ensure continuity of participation;
• timely verbalization of disconnection events.

• Cybersecurity and information privacy

Corporate board meetings frequently involve the handling of sensitive or confidential information. The use of digital platforms therefore requires adequate security measures, including in light of data protection regulations and, for listed companies, market abuse regulations.

Among the main operational precautions are:

• use of platforms that guarantee adequate security and encryption standards;
• limiting access through individual and non-transferable credentials;
• internal regulation of the methods of recording meetings;
• Adoption of specific company procedures for managing telematic meetings, including the identification of technical responsibilities.

Conclusions

In light of the regulatory framework outlined above, the adaptation of corporate structures in view of the termination of the transitional regime scheduled for 30 September 2026 is particularly important.

From this perspective, it is a priority to verify and, if necessary, update the statutory clauses.

In addition to the statutory requirement, it is also important, especially for larger companies, to establish internal operating rules that comprehensively regulate the conduct of remote meetings, in order to reduce operational risks and ensure the proper conduct of corporate bodies’ activities.

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Do not hesitate to contact us for any further information.

Best regards,

Beatrice Pallante

This circular is the result of a collaboration between artificial intelligence and human expertise, with revision and editorial care by Beatrice Pallante

[1] Legislative Decree no. 200/2025, converted with Law no. 20/2026.

[2] This possibility applies to all joint-stock companies, cooperatives and other similar entities.