In the wake of the coronavirus pandemic, companies and organizations were forced to adapt to new norms, including the way general meetings were held. During this period, it became possible for private legal entities to hold fully digital meetings thanks to the emergency law.
However, with the expiry of the emergency law on February 1, 2023, it is no longer possible to hold fully digital meetings. With the introduction of the bill for digital general meetings of private law legal entities, it will again become possible to hold fully digital meetings.
In this blog I will discuss this remnant from the corona period and how you can make use of this regulation.
Key aspects of the bill
Introduction of an optional arrangement for digital meetings
The bill offers the possibility of holding a fully digital general meeting if the articles of association contain a basis for this. Such a statutory basis is not necessary for associations and homeowners’ associations. The idea behind the statutory basis is that there must be a certain degree of support among the majority of the shareholders for this form of meeting. According to the bill, decisions on amending the articles of association to include this statutory basis do not have to be taken by a full majority.
Organizations have the freedom to organize the content of this statutory provision themselves. This can range from granting decision-making power to the board to excluding fully digital meetings for specific decisions.
Conditions for hybrid and fully digital meetings
The bill states that a digital general meeting must mirror the physical meeting as much as possible, members and shareholders must be able to fully participate in the digital meeting. This makes it mandatory that participants can follow the meeting directly with images and sound and that they can participate in the deliberations. A two-way means of communication is made mandatory to ensure interaction between the board, shareholders and other meeting participants.
Contrary to the emergency law, broadcasting a live stream is not sufficient. Live voting during a fully digital general meeting and the ability to identify digitally participating members become essential requirements.
Adjustment of the rules for convocation
The bill modernizes and simplifies the rules for digital convening of a meeting. The requirement for a shareholder’s consent to be summoned electronically is no longer required. Moreover, it is no longer necessary for a non-listed NV to call on its shareholders via a national newspaper.
The notice for a fully digital or hybrid general meeting must include information about the procedure for participating in the meeting and exercising the voting right via an electronic means of communication.
The introduction of the bill for digital general meetings of private law legal entities brings new possibilities for the general meeting. This not only means a shift in the legal approach but also in the way companies and organizations shape their decision-making processes. It is important for organizations to understand the implications of this bill and prepare for a new phase of digital meetings. The aim is for the law to come into effect on January 1, 2025. In order to take advantage of this new option, the articles of association must be amended accordingly.
We understand that these changes may raise questions. Our specialists are ready to answer your questions about digital meetings and to facilitate the amendment of the articles of association, if you want to make use of this new regulation. Please feel free to contact us for more information.