Tax & Legal 7 February, 2024

Digital general meetings making a comeback? 

Crowe Peak/ Knowledge Hub/ Tax & Legal/

Digital general meetings making a comeback? 

On behalf of the outgoing cabinet, Dutch Minister Weerwind for Legal Protection has introduced a bill aimed at simplifying digital meetings and the digital convening of general meetings. If approved, this bill will bring significant practical benefits to the boards, members, and shareholders of Dutch legal entities like NVs, BVs, associations (including “VvEs”), and cooperatives, starting January 1, 2025. In the following sections, we delve deeper into the bill and its potential implications. If you require assistance with preparing and implementing board and/or shareholder resolutions in the Netherlands, our corporate law specialists are ready to support you.

New legislation 

The bill presented on January 15, 2024, outlines three primary objectives: 

  • Introduction of an optional provision for conducting a fully digital general meeting. 
  • Establishment of (additional) requirements for hosting a hybrid and fully digital general meeting. 
  • Modification of the regulations governing the convocation of general meetings. 

Introduction of a fully digital general meeting 

In the Netherlands, many legal entities are obligated to conduct general meetings with their members or shareholders, typically held at least once a year. Presently, the law stipulates that these meetings must be physical or adopt a hybrid format, incorporating both physical and digital components. During the COVID-19 pandemic, the Temporary COVID-19 law temporarily permitted fully digital meetings, a measure deemed successful by legal entities. This flexibility allows business owners, civil society organizations, members, and shareholders to leverage the advantages of contemporary and future communication methods. Therefore, the proposal for a fully digital meeting is reintroduced in the anticipated permanent regulation of the new Digital General Meeting of Private Legal Entities Act (Wet algemene vergadering privaatrechtelijke rechtspersonen). 
Conditions for fully digital general meetings 

Another key provision of the bill stipulates that there must be sufficient support among shareholders or members for digital meetings. Therefore, in alignment with the existing law, commercial legal entities (BV/NV/cooperative) will be mandated to incorporate the option of digital meetings into their articles of association. To enhance accessibility and reduce costs, associations can choose digital meetings through a decision made by their members. It is not obligatory for legal entities to conduct fully digital meetings, nor are they compelled to provide this option to their shareholders or members. 

A specified requirement in the bill is that a digital meeting should closely resemble a physical meeting. Going forward, there must always be a two-way audiovisual communication method, such as a video conferencing application (e.g., WebEx), that enables the identification of individuals and facilitates voting. Moreover, the provision of information should be enhanced to promote engagement and attendance at digital meetings. 

Form for digital convocation 

The regulations for the digital notification of general meetings should also undergo modernization and simplification. Presently, all legal entities are eligible for electronic convocation unless specified otherwise in the articles of association. Additionally, in accordance with the current law, the recipient of this notification, be it a shareholder, an individual entitled to attend the meeting, or a member, must have provided consent to digital convocation. The proposed change involves eliminating the requirement for consent. Moreover, for non-listed NVs, it is no longer obligatory to convene through a national newspaper if electronic notice is not feasible. Alternatively, notice can be issued through an online public notice, which remains directly and permanently accessible until the general meeting (e.g., an announcement on the legal entity’s website). 

Crowe Peak: Your partner for corporate law corporate housekeeping 

The bill discussed above ensures that Dutch corporate law remains flexible and current, ensuring that the Dutch business environment remains appealing and competitive. Furthermore, the proposed amendments aim to encourage the engagement of both Dutch and foreign members and shareholders in associations and companies. At Crowe Peak, we are delighted to support your organization in implementing these (intended) new possibilities. We closely monitor developments related to the digitalization of meetings. Interested in learning more? Feel free to contact us or subscribe to our newsletter. 

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