BILL FOR THE DIGITAL GENERAL MEETING OF PRIVATE LEGAL PERSONS

08/12/2022

According to the current law, only physical or hybrid general meeting is possible. During the Coronapandemie, it was frequently experimented with keeping a fully digital general meeting, because no physical meetings could take place due to the currently applicable corona measures. The possibility of holding a full digital general meeting on the basis of the temporary COVID-19 Justice and Security Act will in principle expire on 1 February 2023.

From the business community there is a desire to make it legally possible that general meetings can be kept completely digitally.

This bill wants to meet the business community through the use of electronic means of communication at general meetings of private law legal entities facilitate and standing.

 

Measures in the bill

The proposal contains three measures.

In the first place, the proposal provides for a number of changes to Book 2 and Book 5 of the Dutch Civil Code (BW), so that it becomes possible for public limited companies (NVs), private companies (BVs), associations, associations of owners (VvEs) , cooperatives and mutual guarantees to keep a fully digital general meeting, in addition to the already the existing possibility of a partial digital (hereinafter: hybrid) general meeting.

Secondly, the proposal sets further conditions for the use of electronic means of communication at the General Meeting. The articles of association may set the conditions for the use of electronic means of communication. If no conditions are included in the articles of association, the conditions must be stated in the convening notice of the general meeting.

The digital meeting must fulfill the following requirements:

• A digital meeting must be a reflection of a physical meeting as much as possible and participants must also be able to fully participate in a digital route.
• Members and shareholders must be able to participate in the meeting and be able to speak with image and sound.
• In addition, the general members or shareholders' meeting must agree in advance with the option to meet digitally.

Thirdly, the rules for convocation for the general meeting are adjusted, so that calling is simplified electronically.

The Dutch Ministry of Justice and Security has made the bill available for internet consultation. Interested parties can respond to the bill up to and including 6 February 2023.

In case of questions, please feel free to contact NAZALI (nazali_amsterdam@nazali.com).

References:

https://www.rijksoverheid.nl/actueel/nieuws/2022/12/07/wetsvoorstel-volledig-digitale-algemene-vergadering-wordt-mogelijk

https://www.internetconsultatie.nl/digiava/b1

 

NAZALI TAX & LEGAL

info@nazali.com

This document provides general information on the subject and does not constitute a legal opinion or recommendation. Consulting a specialist is recommended before taking an action. No claim arising from the content of or relating to this document can be asserted against NAZALI.