Emergency bill for holding virtual general meetings in the making

On 3 April 2020, the Council of Ministers announced emergency legislation that will make it possible for all legal entities to hold a virtual general meeting. Under current Dutch law, such a virtual meeting is not permitted. However, because holding a physical meeting is difficult in view of the measures taken in connection with COVID-19, it will also temporarily become possible to hold virtual meetings.

The press release announcing the emergency legislation mentions the following key points that will be included in the bill:

  • The management board may decide to hold a general meeting that can only be followed via a live stream (audio or video). In that case, the members or shareholders, as the case may be, can submit questions prior to or during that meeting, which must be answered no later than at the meeting itself.
  • If a member or shareholder has not been able to participate optimally in such a meeting, the resolutions passed will still be legally valid.
  • The management board may postpone the deadline for holding the general meeting and the deadline for preparing the annual accounts.

The Council of Ministers has sent the bill to the Council of State for advice. When the bill is submitted to the Lower Chamber of Dutch Parliament, the text of the bill will also become public. The press release does not mention a time schedule in this respect. We will circulate regular updates on the progress of the emergency legislation.