Legal entities may hold digital meetings

What changes?

Are you a board member or shareholder of a public or private limited company (nv or bv)? Legal entities such as public limited company (nv), private limited company (bv), association (vereniging), cooperative, or homeowners’ association (VvE) will be allowed to organise a fully digital general meeting. This is in addition to the already existing option of a partially digital (hybrid) meeting.

Legal entities can choose if they want to hold a digital meeting and which electronic means of communications they will use for that purpose.

Conditions

To hold a fully digital meeting several conditions must be met:

• A digital meeting must mirror a physical meeting as much as possible.
• Participants must be able to take part fully via digital means.
• Members and shareholders must be able to participate using images and sound and be able to speak.
• The general meeting or shareholder meeting must agree in advance with the option of digital meetings.

Currently the law states that general meetings should be held (partially) physically.

For whom?

• Boards, members, shareholders of public limited companies (nvs), private limited companies (bvs), homeowners’ associations (VvEs), cooperatives, and mutual insurance societies (onderlinge waarborgmaatschappijen).

When?

It is expected the changes in Book 2 and Book 5 of de Dutch Civil Code (Burgerlijk Wetboek, BW) will take effect on 1 January 2025.

Please note: The effective date of this measure is not yet final. Entry into force is subject to its passing through the upper and lower houses of parliament or proclamation of the Order in Council (Algemene Maatregel van Bestuur, AMvB) or ministerial decree and publication in the Staatsblad or Staatscourant (Government Gazette, in Dutch).