Every state requires its domestic corporations to hold an annual shareholders’ meeting. Although at one time every state corporation statute required the meeting to be held at a physical location, a number of states over the years have authorized corporations to hold completely virtual meetings – that is, a meeting without a “place” and where all shareholders must participate remotely. However, not every state authorizes virtual meetings. And some do but place several restrictions on them.
But due to COVID-19, with the states prohibiting large gatherings and ordering individuals to stay at home and shelter in place, shareholder meetings cannot be held at a physical location. This has resulted in several states suspending the application of the provisions of their corporation statutes prohibiting or restricting the holding of virtual meetings for the duration of the COVID-19 state of emergency. Below is a list of some of the COVID-19 related Executive Orders, Proclamations, and Bills authorizing the holding of virtual shareholder meetings that you can link to for details.
- California — Executive Order N-40-20
- Connecticut — Executive Order No. 7I (See Item 11)
- Iowa — Executive Order 2020 (See Sec. Sixty Eight)
- Georgia — Executive Order 89 2020
- Louisiana — Proclamation 37 (See Sec. 5)
- Massachusetts — COVID-19 Order 19
- New Jersey — Assembly Bill 3861
- New York — Executive Order No. 202.8
- North Carolina — Executive Order 125
