Identity verification in virtual shareholders’ meetings: normative foundations and legal consequences

The digital transformation of corporate governance has rendered virtual shareholders’ meetings a permanent feature of modern company law. While electronic participation enhances accessibility and cross-border engagement, it raises fundamental questions concerning the reliable identification of participants. This article examines identity verification in virtual shareholders’ meetings of private limited companies under Estonian law, with comparative references to German law. The analysis is based on the understanding that identity verification is not a mere technical formality but constitutes a structural precondition for the lawful formation of the company’s collective will. Although Estonian law permits electronic participation by default, it does not prescribe any specific authentication standards. The legal requirement that only shareholders or duly authorised representatives may exercise membership rights therefore remains unchanged, while the technical means used to ensure compliance vary. The article adopts a functional perspective on identity verification. It examines different forms of authentication that may be used in virtual meetings, including the Estonian state e-identity, other digital identification means (such as those recognised under the eIDAS framework), as well as situations where no formal digital identification is available. The discussion highlights how varying degrees of technical reliability may influence legal certainty and the protection of participation rights. Particular attention is given to the legal consequences of defective identification. Drawing on Estonian case law concerning digital signatures, the article analyses the presumption arising from the use of electronic identification tools, the formal requirements of representation, and the distinction between void votes and the revocation or nullity of resolutions. It argues that identity verification serves a procedural legitimising function and does not replace the substantive determination of share ownership. Virtual meetings therefore require not the creation of new legal principles but a careful functional adaptation of established company-law concepts to a technologically mediated environment.