New legislation facilitating digital shareholder meetings

Corporate law is being modernised to reflect the way meetings are held in practice: the Digital General Meetings of Legal Entities Under Private Law Act (the Act) allows Dutch legal entities to hold fully digital general meetings.

Why this matters

Under current Dutch law, a general meeting must be held at a physical location specified in the articles of association or another location specified in the articles of association. A full digital meeting is therefore not permitted; articles may allow electronic participation, but this only produces a hybrid meeting, whereby a physical location is still required.

The Act introduces the fully digital general meeting as an alternative to the physical and hybrid meeting. This is particularly relevant for entities with an international or geographically dispersed shareholder or member base, and for companies convening numerous meetings each year. As a rule, a fully digital meeting is only permitted where the articles of association expressly provide for it.

A closer look

The Act enters into force on 1 January 2027, after which Dutch entities will be able to hold three types of general meeting: physical, hybrid, and fully virtual. Fully digital meetings will be available to BVs, NVs, cooperatives, mutual insurance associations (onderlinge waarborgmaatschappij), SEs and SCEs, provided the articles of association expressly allow this. For associations, this requirement does not apply: they may hold digital-only meetings without amending their articles..

Articles of association and extraordinary general meetings

The articles of association may determine who decides on the use of a digital meeting, the conditions under which it may be held, and whether certain resolutions are excluded from digital decision-making. The Act also aligns the requirements for hybrid meetings with those for digital-only meetings: hybrid participants must be able to participate directly via two-way audio-visual communication. For listed Dutch NVs, BVs and SEs, annual general meetings (at which the annual accounts are adopted) must remain accessible in person or in hybrid format. Extraordinary general meetings may be held fully digitally, provided that (i) the articles include this option, and (ii) the articles or a protocol specify the circumstances under which this is permitted. Where a protocol is used, those circumstances must be included in the convening notice if the agenda contains a proposed amendment to the articles. Failing (i) or (ii), resolutions adopted at a fully digital meeting are voidable.

Emergency provision

The Act also contains an emergency provision: any general meeting may be held on a digital-only basis in exceptional circumstances, even if the above requirements are not met. These are limited to situations posing a risk to the continuity of decision-making or to the safety and health of those entitled to attend, such as a pandemic, natural disaster, armed conflict, terrorism threat or other unforeseeable calamity, and may relate to the country as a whole or to a specific company (e.g. a credible threat of violent disruption). The board decides and must include this in the convening notice. Due to an oversight in the legislative process, this provision does not currently extend to cooperatives and mutual insurance associations.

Participation and convening requirements

The Act limits the requirements for electronic participation across all meeting formats: participants must be able to follow the meeting in real time through two-way audio and video, participate actively in the deliberations, be properly identified, and vote electronically. One-way communication such as livestreaming or telephone participation only will no longer suffice. The rules on convening meetings are also modernised: electronic notice becomes the main rule and the current consent requirement is abolished unless the articles provide otherwise, while notices for digital or hybrid meetings must include clear instructions on how to participate and vote electronically. Existing articles, protocols and regulations remain valid to the extent they are consistent with the new law. The Act will be evaluated five years after its entry into force.

Key takeaways

We recommend considering the following action points:

• As of 1 January 2027, BVs, NVs, cooperatives, mutual insurance associations, SEs and SCEs can hold fully digital meetings, but only if their articles of association expressly allow this.
• Check whether your articles of association already allow fully digital meetings; if not, they will need to be amended before you can use this option.
• During the first year after entry into force, meetings may still be held under existing law and current articles, so an immediate amendment is not required.
• If you intend to make structural use of fully digital meetings, plan timely amendments to the articles of association rather than treating this as a one-off exercise at the effective date.
• Organise both digital-only and hybrid meetings so that participants can be identified, follow proceedings through two-way audio and video, and vote electronically. This two-way audio-visual requirement is new for hybrid meetings.
• Listed companies whose articles already include a digital-only option but do not specify the required circumstances should convene a general meeting to bring the articles (or a protocol) into compliance before using the digital-only format.

If you would like to know more about the Digital General Meetings of Legal Entities Under Private Law Act, or about amending your articles of association to make use of fully digital meetings, please let us know.