UPDATE | Emergency law to allow general meetings to take place temporarily 

On March 23, we have informed you on the possibilities for decision-making by shareholders and board meetings during times of the corona virus.
We discussed, among other things, that physical meetings can take place, provided that the meeting is necessary for the continuation of the daily activities, the number of people participating in the meeting is less than 100 and there is a distance of 1.5 meters between the participants. Under certain conditions, a shareholder can participate electronically in such a meeting, but the chairman of the meeting and the managing and supervisory directors will have to be physically present at the meeting location. In addition, practical problems can arise if many participants would participate. Interest groups have called for the introduction of an emergency law that makes it possible to organize a fully virtual general meeting.

On April 3, it was announced that the Council of Ministers had approved an emergency law that makes it possible to hold meetings of legal entities (such as NV, BV, foundation, association, coops) temporarily by electronic means. The content of the bill is not yet known, but the reports show that the bill contains at least the following key points:

  • The board can decide to hold a general meeting that can only be followed via live stream (audio or video). This does require that members or shareholders can submit questions during that meeting or in advance, which will be answered no later than during the meeting itself.
  • If a member or shareholder has not been able to participate optimally in the meeting, the decisions taken will still be legally valid.
  • The board may postpone the term for holding a general meeting and the term for drawing up the annual accounts. 

Despite the nature of emergency legislation, all the usual steps in the legislative process will still have to be followed. The bill is currently pending before the Council of State. As soon as the Council of State has indicated in its opinion what it thinks of the bill, the bill (by the relevant minister (s)) will be sent to the House of Representatives. The bill will have to be examined and passed in both the House of Representatives and the Senate. Since we are dealing with an emergency law, it is expected that the legislative process will be completed within the foreseeable future.
We will inform you as soon as the content of the bill has been made public.

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