TEMPORARY ACT COVID-19 PARTIALLY EXPIRED - DIGITAL MEETINGS OF THE GENERAL MEETING STILL POSSIBLE?
On Feb. 1, 2023, certain provisions of the Temporary COVID-19 Justice and Security Act (hereinafter: Temporary Act) expired. As a result, among other things, the provisions for legal entities with regard to (digital) meetings are no longer in force and these legal entities must fall back on what is stipulated by law and in their articles of association.
Under Dutch law, digital attendance at general meetings of private companies with limited liability (hereinafter: BVs) is only possible if and to the extent this is provided for in the articles of association. For BVs whose articles of association do not provide for this, digital attendance of a general meeting is no longer possible.
Since the Temporary Act clearly fulfilled a need in a period where online meetings were the rule rather than the exception, a draft bill was published via internet consultation at the end of 2022 (the Digital General Meeting of Private Legal Persons Act, hereinafter: the Bill). The internet consultation already closed (as of Feb. 7) but the reactions to the Bill are generally positive.
Since current Dutch law does not allow general meetings to be held digitally only, the Bill therefore provides for the possibility for BVs to hold a fully digital general meeting. It will not be mandatory but will exist alongside the already existing possibilities of physical or hybrid general meetings. As is currently the case for hybrid meetings, a statutory basis will be required for this.
For BVs whose articles of association do not yet provide for the possibility of attending general meetings digitally, the expiry of the provision to this effect on February 1 may be reason to amend the articles of association to include this possibility. BVs that want to make it possible to hold fully digital general meetings after the introduction of the Bill will - as it looks now - also need to amend their articles of association at that point in time.