Netherlands Update: Digital General Meeting of Legal Entities under Private Law Act

Recently, a bill was submitted to make it possible for general meetings of legal entities governed by private law, such as private limited liability companies (BVs), public limited companies (NVs) and associations, to be held entirely digitally. At the moment, such meetings still have to take place (partially) physically.
During the corona pandemic, fully digital meetings were temporarily allowed. The temporary law that allowed this has not been extended and will expire on 1 June 2023. After the experiences with this temporary option, there was a widely supported desire to allow this option permanently.

One of the ideas is that these adjustments should ensure that the business climate for companies in the Netherlands remains attractive and competitive. This will make it easier for members and shareholders from all over the world to participate in the general meeting. In addition, digital meetings reduce the number of travel movements, making it an environmentally friendly, CO2-reducing and sustainable alternative. Holding a fully digital meeting can also save time and money for both the participants and the legal entity.

With the proposal, it is no longer necessary for the general meeting to always be physically accessible to members or shareholders. Conditions apply to ensure that members and shareholders can fully participate in the digital meeting electronically. Members or shareholders must also be able to ask questions to the board members and participate in the deliberations in a digital meeting, for example. Broadcasting a live stream is not enough.

The bill also amends the rules for convening the general meeting, so that it will also be easier to issue the convocation electronically. Currently, for a convocation for a meeting by electronic means, the shareholder or member must have agreed to the digital convocation. This requirement of consent has been deleted. For the NV that is not listed on the stock exchange, the convocation via a national newspaper will no longer be necessary, but the summons can be issued, for example, by placing a notice on the website.

BVs and NVs, among others, can only make use of the option to hold (fully) digital meetings if this is laid down in the articles of association. Therefore, an amendment to the articles of association will be required to make use of this option. This is not necessary for associations and owners’ associations, but the members’ meeting must give permission to hold a digital meeting.

The aim is for the law to enter into force on 1 January 2025.

By Hocker, Netherlands, a Transatlantic Law International Affiliated Firm. 

For further information or for any assistance please contact netherlands@transatlanticlaw.com

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