During the corona pandemic, the Temporary COVID-19 Justice and Security Act (hereinafter: the Temporary Act) applied, in which temporary provisions were made that made decision-making possible through a fully digital general meeting. It has been shown that digital meetings can be valuable and efficient.
The advantages of digital meetings are:
There is a strong desire in the business community and associations for a legal regulation that makes a fully digital general meeting possible in addition to the existing option of hybrid meetings. By submitting the bill Digital General Meeting of Private Legal Entities (hereinafter referred to as ‘the Bill’) dated January 11, 2024, House of Representatives document no. 36 489, the Dutch government wants to meet this wish.
The Bill contains three measures. Firstly, the proposal provides for a number of amendments to Book 2 and Book 5 of the Dutch Civil Code (Dutch: Burgerlijk Wetboek or ‘BW’) to facilitate the fully digital general meeting, in addition to the existing option of a partially digital (hereinafter: hybrid) general meeting .
Secondly, a number of preconditions have been set for holding a fully digital meeting. Digital meetings require support from the majority of members or shareholders. In this context, a statutory basis is prescribed for capital companies, cooperatives and mutual insurance companies. The requirement of statutory anchoring does not apply to associations and homeowners' associations, because they do not have a commercial character. Instead, the general meeting of members can grant authorization to the association's board to hold a digital meeting. In addition, members and shareholders must be able to fully participate in the digital meeting and the digital meeting must proceed in an orderly manner. This means, among other things, that the person who has access to the general meeting can be identified via the electronic means of communication used. He must also be able to exercise his voting rights directly and be able to take note of the discussion at the meeting directly via a two-way audiovisual means of communication. Moreover, he must be able to participate directly in the deliberation.
Finally, the rules for convening the general meeting will be adjusted so that electronic convening is simplified.
The House of Representatives still needs to approve this proposal.
NAZALI TAX & LEGAL