On December 16, 2025, the Dutch House of Representatives (Tweede Kamer) accepted the legal proposal for the Digital General Meeting of Private Legal Entities Act (Wet digitale algemene vergadering privaatrechtelijke rechtspersonen, “Act”). The Act introduces a permanent framework for fully digital and hybrid general meetings for Dutch legal entities, amending Book 2 and Book 5 of the Dutch Civil Code and related legislation to modernize meeting practice while safeguarding the position of shareholders and members. It intends to build on the temporary COVID‑19 measures and to respond to the increased use of electronic communication in corporate governance.​

Under current legislation, a fully digital general meeting is not permitted; a physical meeting place remains required, with only partial digital participation allowed. The Act opens the possibility for a fully digital general meeting, alongside physical or hybrid meetings. For public limited companies (naamloze vennootschappen), private companies with limited liability (besloten vennootschappen met beperkte aansprakelijkheid), cooperatives (coöperaties) and mutual insurance associations (onderlinge waarborgmaatschappijen), a fully digital or hybrid meeting will only be possible if expressly provided for in the articles of association. Ordinary associations (verenigingen) and owners’ associations (verenigingen van eigenaars) can do without a basis in the articles of association and instead work with an authorization by the general meeting, with some flexibility to deviate by regulation.​

The Act imposes substantive conditions to ensure that a digital meeting is as much as possible an equivalent to a physical meeting. Participants must be identifiable, able to exercise their voting rights in real time, and able to follow and take part in the deliberations through a two‑way audiovisual communication tool. A mere audio line or one‑way livestream will not suffice.

For listed companies, the annual general meeting at which the financial statements are adopted cannot be held only by digital means and must always be physically accessible, although a hybrid format remains possible; other meetings may be fully digital if the statutory conditions are met.​

Finally, the Act simplifies and standardizes the rules on convening meetings. Electronic convening becomes the default method, and a convening notice for a hybrid or fully digital meeting must explain how participants can access the meeting and vote electronically. Transitional provisions allow resolutions adopted in earlier fully digital meetings to be validated and give legal entities time to align their articles and internal procedures with the new regime.

The Act will need to be adopted by the Senate (Eerste Kamer) before it enters into force.

Please feel free to reach out to Bianca Geuze or Vincent van Kampen if you have any questions or need advice on digital general meetings and the preparations to make.