On 7 December 2022, the draft act enabling Dutch companies to hold their general meetings virtual has been submitted for consultation (the “Act”).

For the past two years it was possible to hold the general meetings virtual because of the temporary emergency law COVID-19. This law has been expired on 1 February 2023.

The draft Act includes the following requirements:

  • The articles of association of a company must allow for a virtual general meeting.
  • The notice of the meeting must include the process for electronic attendance and voting.
  • Two-way audio-visual means of communication must be available.
  • Electronic voting must be available during the meeting.
  • Shareholders that participate electronically must be able to be identified.

Amongst others, the following rules will be simplified:

  • The shareholder no longer has to consent to convene the meeting electronically.
  • Non listed NV’s will be able to post the notice on the website of the NV.

Besides the BV’s and the NV’s the draft Act will also apply for, amongst others, the associations, cooperatives and owner associations.

Since the draft Act indicates that a virtual general meeting may only be held if the articles of association allows for this option it may be considered to amend the articles of association (if required) in advance.

Please be informed that Computershare can also assist your company with managing your general meetings and associated voting requirements.

In case you have any questions regarding the Act, your corporate governance or AGM services? Please contact us: Carmen.bosman@computershare.nl.