Stockholders’ meeting cannot be facilitated through teleconferencing, video conferencing or other electronic medium.
Section 51 of the Corporation Code requires that the stockholders’ meeting “shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation.” This provision, according to SEC Opinion 16-01, presupposes that the attendees are in the same place during the meeting, which is not the case in teleconferencing.
It would be recalled that SEC Memorandum Circular No. 15 (s 2001), allowed and provided guidelines for the conduct of board meetings through teleconferencing. Section 53 of the Corporation Code on the conduct of the board of directors meeting does not limit the attendees to be in the same place and there is no limitation in the law on the venue.
The SEC though acknowledges that its opinion may differ under a different set of circumstances.
(SEC Opinion No. 16- 01, January 19, 2016)
See the attached copy of the SEC Opinion No. 16- 01 below.
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