7 May 2025 Guido Portier  -  Marleen Wessel Corporate Governance

Digital General Meetings Act

(Wet digitale algemene vergadering privaatrechtelijke rechtspersonen)

The Dutch legislative proposal for the Digital General Meetings Legal Entities Act (Wet digitale algemene vergadering privaatrechtelijke rechtspersonen) has been under consideration by the House of Representatives (Tweede Kamer) since January 2024. There is currently no expected implementation date. The objective of the proposal is to create a legal framework for fully digital general meetings for Dutch legal entities, such as BVs, NVs, Associations and Cooperatives. The procedure for digital general meetings must be included in the convocation notice. The exemption to publish convocation notices in a nationally distributed newspaper that currently only applies to listed NVs in the EEA is extended to all other listed and non-listed NVs, allowing all NVs to announce their general meetings by digital notice only. Consent of shareholders or members to the sending of digital convocation notices will no longer be required.

Key changes

TopicKey changes
Digital meetingThe articles of association may permit the holding of fully digital general meetings.
Notice digital meetingThe notice of the general meeting must include the procedure for participation in the digital meeting and exercise of voting rights by electronic means.
Digital noticeGeneral meetings may be convened by digital notice only; publication of convocation notice in a nationally distributed newspaper is no longer required for public companies (NVs).
Requirements
  • Shareholder or member must be identifiable via the electronic means of communication.
  • Voting rights can be exercised directly by electronic means.
  • Two-way audiovisual means of communication, to allow direct access to the proceedings at the meeting and direct participation in the deliberations.

Criticism

There were many reactions during the consultation period, both positive and negative. Arguments often used in support were the improved efficiency of the decision-making process, increased opportunities for participation, cost savings and environmental considerations (no travel required). Among the counterarguments were a fear of lack of interaction during digital meetings, the importance of personal contact and other risks associated with digital meetings, such as connectivity issues. As a result of the feedback, the legislative proposal was amended and clarified on several points. Among the amendments was the addition of the requirement for inclusion of the procedure for participation in a digital meeting in the convocation notice, to ensure participants can adequately prepare for participation in the digital meeting. The aim is for digital meetings to approximate physical meetings as closely as possible in terms of interaction, with live participation of the attendants. Ultimately, it is up to the legal entity to further shape the digital meeting in their articles of association, regulations or protocols.

Transitory provisions

Current law regarding the manner of convening a meeting will continue to apply to notices convening a general meeting sent before the Act enters into force.

Provisions in the articles of association that refer to a statutory provision as applicable before the entry into force of the Act shall be deemed to refer to the Act, unless this conflicts with the purpose of the articles of association. This will avoid the need to amend the articles of association in many cases.