Digitalization of the Decision-Making of the Supreme Body of Companies in Romanian and Hungarian Law

Abstract

The study examines the digitalization of the meetings and decision-making processes of companies’ supreme bodies in the Romanian and Hungarian legal systems, with particular emphasis on the forms of shareholder and member participation and voting conducted through electronic telecommunication means, as well as on the legal validity of online and hybrid meetings. It also addresses, in this context, the identification of shareholders and members, together with the related technical and legal safeguards. The analysis presents how both legal systems have responded to the digitalization requirements of the European Union directives. The development of Romanian law towards the digitalization of the supreme body of companies made significant progress with the adoption of Law no. 299/2024, which amended Law no. 31/1990 on companies to explicitly recognize the possibility of shareholders’ and members’ electronic participation and voting at the meetings of the supreme body. The study also discusses the earlier, more permissive but temporary regulation (Emergency Government Ordinance no. 62/2020) and demonstrates how digitalization has become a permanent and integrated element of Romanian company law. In contrast, Hungarian law – through the Civil Code (Ptk.) and then COVID emergency legislation – had already provided for digital forms of corporate decision-making, including written resolutions and conference-type general meetings. From a comparative
legal perspective, the study highlights that Hungarian regulation and judicial practice offer a more flexible framework for remote decision-making. While Romanian regulation adopts a more gradual approach, Hungarian law allows for a broader and more systematic incorporation of the digitalization of supreme body decisions into the company law framework. The study concludes that, in both jurisdictions, in line with European trends, the digitalization of the meetings and decisions of companies’ supreme bodies represents not merely a technical innovation but also an instrument for strengthening legal certainty, transparency, and equality of shareholder and member participation.