Legislative proposal to make possible fully online general meetings
It is to be made possible for legal entities such as public limited companies (NVs), private limited companies (BVs), associations, cooperatives and owners’ associations to hold general meetings fully online. This is stated in a legislative proposal submitted for consultation today by Minister for Legal Protection Franc Weerwind.
Wishes of business community and associations
The business community and associations have expressed a clear wish for it to be made possible by law for general meetings to be held fully online. Considerable experimentation with fully online annual meetings took place during the pandemic, as the coronavirus restrictions in place at the time made in-person meetings impossible. To that end, temporary exemptions were introduced at the time, since the law stipulates that general meetings must be held (at least partly) in person.
These temporary exemptions will expire in February, yet the wish to have the possibility to hold fully online general meetings, in addition to the current legal option of partly online (‘hybrid’) meetings, is undiminished. This is because holding a fully online general meeting enables members and shareholders from all over the world to take part in the meeting (irrespective of their location).
Holding a fully online general meeting will be subject to a number of conditions. For example, an online meeting will be required to be as representative as possible of an in-person meeting and the online format must not pose any impediment to attendees’ full participation. Full audiovisual participation must be possible for members and shareholders and they must be allowed to speak. Furthermore, holding a general meeting fully online will be subject to the prior consent of the general meeting of members or shareholders.
Would you like to share your thoughts on this topic? The Ministry of Justice and Security is inviting interested parties to respond to the legislative proposal. This input will enable further improvement of the legislative proposal. The Internet consultation is open until 6 February 2023.