Virtual general meetings of Dutch legal entities – Update 21 April 2020: Dutch Senate adopts Emergency Act

Introduction

Not every Dutch legal entity can hold a virtual general meeting since the possibility thereto should be included in the articles of association. The Act shall make it –temporarily- possible for legal persons, regardless of their statutory provisions, to hold a virtual meeting via electronic means.

Key points

The general meeting can be broadcasted live, by video or audio cast, to the participants. However, the participants should be able to submit questions during the meeting or in advance, which will be answered no later than the meeting itself. Questions can be submitted up to at least 72 hours prior to the meeting, but the board may determine a shorter period. The (representatives of) shareholders who have submitted questions must be provided the opportunity to ask further questions during the meeting.
In the event that a participant cannot participate optimally (technical malfunction), the corporate decision making (for example the appointment of a director) remains valid.
If the board makes the use to hold a virtual general meeting, the notice to the shareholders should mention that the meeting will be held as a virtual meeting.
The board will be given additional powers to determine the order of the meeting, such as being able to determine that voting rights may only be exercised by means of an electronic means of communication or that shareholders can only vote by giving a proxy or voting instruction to a designated proxy holder prior to the meeting.
The Act provides for the possibility to extend the due date for holding a general meeting by four months (associations and cooperatives) or five months (N.V.’s and B.V.’s).

The Dutch Senate adopted the proposal without voting on 21 April 2020. The law provides for retroactive effect to 16 March 2020 and in principle expires on 1 September 2020 (with the possibility for extension).

This blog is written by Marc van Rijnsoever