The Senate has passed the bill entitled the Act on Digital General Meetings of Legal Entities under Private Law. The Act provides flexibility by allowing legal entities to opt for in-person, hybrid or fully digital meetings, provided that certain conditions are met.
Fully digital meetings are possible
The Act allows public limited companies (NV), private limited companies (BV), associations, owners’ associations (VVE), co-operatives and mutual insurance societies to hold a fully digital general meeting. This option is available alongside the existing in-person and hybrid meetings. The provision is optional. Legal entities may choose the format of their meeting themselves.
Stricter conditions for digital and hybrid meetings
For most legal entities (public limited companies, private limited companies, cooperatives and mutual insurance companies), an amendment to the articles of association is required in order to hold meetings digitally. Associations and owners’ associations can simply obtain authorisation from the general meeting, thereby avoiding the costs of amending their articles of association. Participants must be able to follow the meeting directly via audio and video and participate in the deliberations via audio and video using a two-way audiovisual communication system. This represents a tightening of the current rules for hybrid meetings. The identification of participants and the ability to exercise voting rights directly remain mandatory. The procedure for this must be set out in the notice of meeting. Legal entities must take into account members with limited digital skills and provide practical support where necessary.
Simplified digital summons
The requirement for prior approval to convene members or shareholders electronically is abolished. From now on, unlisted public limited companies may also convene meetings by means of a notice published electronically, for example on their website, rather than in a national daily newspaper. The notice must contain information on the procedure for participating in the digital meeting and exercising voting rights.