In response to the challenges posed by the COVID-19 pandemic, temporary provisions under the Covid Justice and Security Act (Tijdelijke wet COVID-19 Justitie en Veiligheid) allowed for fully digital general meetings. As of September 1, 2023, this act is no longer in force. Acknowledging the advantages and concerns expressed by corporate and association communities, on January 15, 2024, the Dutch government introduced the Act on digital general meetings for private legal entities (Wet digitale algemene vergadering privaatrechtelijke rechtspersonen) (“Act”). This legislation aims to permanently facilitate fully digital general meetings for public and private limited companies (nv’s en bv’s), associations (verenigingen), owners’ associations (vve’s), cooperatives (coöperaties), mutual societies (onderlinge waarborgmaatschappijen), Societas Europaea and Societas Cooperativa Europaea.

Current legal landscape

Holding fully digital general meetings is not possible under existing Dutch law. Entities can, however, conduct hybrid meetings, enabling participants to join and participate remotely. A physical meeting is still mandatory for such events, and participants cannot be denied access to such physical meeting.

Provisions of the Act

The Act seeks to innovate the approach to general meetings, providing legal entities with the option to choose fully digital meetings over physical or hybrid meetings. Emphasizing the importance of replicating the in-person experience, the Act outlines specific requirements to ensure optimal and comprehensive participation.

Key features of the Act

• Approval by general meeting

The proposed legislation mandates that the general meeting must agree to the feasibility of digital meetings.

• Participation

Shareholders or members joining digitally should be able to fully participate in the deliberations and decision-making process.

• Statutory basis

A statutory basis is mandatory for public and private limited companies, cooperatives, and mutual associations. Associations and owners’ associations, however, are exempted from this requirement.

• Identification

The proper identification of participants is mandatory, contributing to the security and integrity of digital meetings.

• Electronic convocation

The Act simplifies the process of convening a general meeting through electronic means, including the option of sending convocations via email.

Benefits and implications

Fully digital meetings serve to lower the threshold for decision-making and reduce administrative burdens for businesses and associations. Legal entities gain the flexibility to choose digital platforms and communication tools that best suit their requirements for a general meeting.

This legislative initiative marks a significant stride towards modernizing corporate governance practices, aligning with the evolving dynamics of the digital era. The Act has been officially submitted to parliament, with the aim of the legislation coming into force on January 1, 2025.

Should you have any inquiries regarding the digital general meeting or related matters, please do not hesitate to contact one of our corporate team members.