Earlier we discussed the contents of the so-called COVID-19 bill, an emergency law that makes it possible to have physical consultation and decision-making procedures of legal persons take place temporarily electronically. The bill has been adopted by the House of Representatives on April 16, 2020 and approved by the Senate on April 21, 2020. The bill has been published in the Dutch Bulletin of Acts and Decrees on April 24, 2020, meaning that as of this date the emergency law has entered into effect.
Briefly summarized, this means that the management board of a legal entity may now decide to hold a general meeting exclusively via an electronic means of communication (audio or video). The management board may also decide to postpone the deadline for holding a general meeting or preparing the financial statements. For a more detailed explanation of the bill we kindly refer to the aforementioned contribution.
We note that shortly prior to the parliamentary examination of the bill by the House of Representatives, the bill has been amended by means of a memorandum of amendment. A specific clause concerning foundations has been added to the bill. Although a foundation cannot have any members and thus does not have a general meeting, it is possible that a foundation has a separate body that adopts the financial statements. The memorandum of amendment stipulates that meetings of bodies of foundations authorized to adopt the financial statements can also be hold via electronic means.
As indicated, the emergency law has entered into effect on April 24, 2020. The law will cease to apply on September 1, 2020. As it cannot be excluded that temporary legislation will still be needed after this date, there is a possibility to extend the aforementioned period by two months each time. Some items will take effect retroactively as of March 16, 2020.
We would be happy to advice on the opportunities created by the emergency law. If you have any questions regarding the above or if you would like to receive more information, please contact Robrecht Timmermans, Jeslin Brunsting or one of our other corporate law specialists.
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