Bill 'Digital general meeting of private legal persons Act'

On 15 January 2024, the bill on digital general meetings of legal entities under private law was submitted to the Dutch Lower House. The bill provides for the possibility for Dutch legal entities under private law to hold general meetings by digital means only.

Under current law, it is only possible to hold general meetings in person, or partly in person and partly digitally if the articles of association allow such hybrid meeting. In a hybrid general meeting, those entitled to attend meetings should be able to take note of the proceedings at the meeting, speak at the meeting and exercise their voting rights digitally.

The bill introduces the possibility of a fully digital general meeting. Importantly, those entitled to attend the meeting must be able to actually participate in the meeting by means of two-way audio-visual communication, which means that participants must take part in the meeting by means of a video and audio connection. Among other things, this allows participants to be identified by other participants, enables them to actually and directly participate in the meeting and to exercise their voting rights, which is required under the bill. If it concerns an NV, BV, cooperative or mutual society, the possibility of conducting fully digital meetings must be included in the legal entity's articles of association.

The date on which the bill will enter into force has not yet been determined.

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