Digital General Meeting Of Private Legal Entities Act Adopted By The Dutch House Of Representatives

The legislative proposal "Digital General Meeting of Private Legal Entities Act" was adopted by the House of Representatives (Tweede Kamer) on 16 December 2025 (the "Legislative Proposal").

Current Dutch law
General meeting
The basic principle under current Dutch law is that the general meeting must take place physically. It is not possible to hold a fully digital general meeting.

The law does currently offer the possibility to hold a "hybrid" general meeting, where shareholders or members are authorized to participate and exercise voting rights by electronic means of communication in the general meeting. This is only possible if the articles of association include the possibility to hold a "hybrid" general meeting and the shareholder or member can via electronic communication: (i) be identified; (ii) take note directly of the proceedings at the meeting and (iii) exercise the right to vote. The articles of association cannot oblige the shareholder or member to participate in the meeting digitally and the company must therefore provide the possibility for shareholders and members to physically appear at the meeting.

Convocation
Under current Dutch law, persons entitled to attend general meetings of private companies with limited liability ("B.V.'s") (besloten vennootschappen met beperkte aansprakelijkheid), associations, cooperatives and mutual insurance companies must be given notice of a general meeting by post (by means of a physical letter). A convocation by digital means (e.g. e-mail) is only possible if the person entitled to attend the meeting has consented hereto.

An unlisted public company with limited liability ("N.V.") (naamloze vennootschap) must give notice of its general meeting through a nationally distributed newspaper unless the articles of association of the N.V. stipulate otherwise.

Legislative Proposal
Based on the Legislative Proposal, it will be possible to hold a fully digital general meeting, provided that the following conditions are met:

1. Statutory basis
During the formation of the Legislative Proposal, it was assumed that the holding of a fully digital meeting must be supported by the majority of members or shareholders. Consequently, the Legislative Proposal requires N.V.'s, B.V.'s, cooperatives and mutual insurance companies to have a statutory basis for holding a fully digital general meeting. This means that an amendment to the articles of association is required for Dutch N.V.'s, B.V.'s, cooperatives and mutual insurance companies which wish to hold fully digital general meetings after the Legislative Proposal enters into effect. The legal entity itself has the freedom to shape the content of the statutory (statutaire) provision. For example, it is also possible to include in the articles of association that it is not possible to hold a fully digital general meeting if certain (important) resolutions shall be adopted, or that it is only possible to hold a fully digital general meeting after authorization from the general meeting. The Legislative Proposal limits this freedom to shape the content of the statutory provision with respect to listed companies. Pursuant to the Legislative Proposal listed companies are not authorized to hold general meetings in which they wish to adopt their annual accounts in a fully digital general meeting. A general meeting in which annual accounts for listed companies are adopted must be held in a physical or 'hybrid' general meeting.

A different arrangement has been chosen for associations in the Legislative Proposal. A statutory basis is not required for associations (and owners' associations) which wish to hold fully digital general meetings. The general meeting may authorize the board to convene a fully digital or a hybrid general meeting. The content and conditions of the authorization may be determined by the general meeting. The general meeting can include in the authorization how long and under which conditions digital meetings are possible. An association could also choose to exclude the possibility of digital meetings in its articles of association.

The explanatory memorandum to the Legislative Proposal notes that when considering whether a digital meeting is desirable (and if so, under which conditions), associations should consider the consequences of those involved, such as members. If one or more members of an owners' association indicate that they do not have sufficient digital skills to follow the meeting digitally, their interests should be taken into account when considering whether fully digital meetings are desirable (with or without support).

2. Identification and exercise of voting rights
As is already the case under the current law for the hybrid general meeting, the Legislative Proposal requires that members and shareholders can vote and be digitally identified during the fully digital general meeting. The Legislative Proposal does not include any requirements regarding the method of voting or identification.

3. Two-way audiovisual means of communication and direct knowledge of discourses at the meeting
The basic principle of the Legislative Proposal is that a digital general meeting should mirror the physical meeting as much as possible. In order to ensure full participation and interaction as much as possible, it is made compulsory that members and shareholders can follow the meeting directly with image and sound and that they can participate in the deliberations with image and sound. The requirement of a two-way audiovisual means of communication does not mean that the member/shareholder must also be present with image and sound during the (entire) meeting. For example, a member/shareholder who prefers not to be in the picture while following the meeting may turn off his/her camera.

Convocation
Under the Legislative Proposal, the notice itself must state the procedure for participating in the general meeting and exercising voting rights through electronic means of communication.

In addition, the consent requirement is removed so that all persons entitled to attend the general meeting of B.V.'s and associations may be convened by digital means unless the articles of association provide otherwise.

Unlisted N.V.'s can, based on the Legislative Proposal, suffice with a digital notice (e.g. on their website). This announcement must be directly and permanently accessible until the general meeting.

Technical flaws in a digital meeting
The disadvantage of a digital general meeting is that the connection could falter or be partially or completely lost. A legal entity that holds a complete digital meeting or facilitates digital participation has a best-efforts obligation. This obligation means, among other things, that the legal entity must ensure an adequate communication connection on its part and the software used by the legal entity must be suitable for holding a digital meeting for the number of expected participants. The chairman of the meeting must remain alert for signals of problems with the connection.

Quorum and digital meeting
The validity of resolutions may be linked by law or by the articles of association to the presence of (all or a certain part of) shareholders/members (a quorum). The law provides no further rules for determining the quorum at a digital general meeting. However, the timing of the determination of the quorum may affect decision-making. If the quorum is established at the beginning of the meeting and is met and the connection of one or more participant(s) lose(s) the connection to the meeting after the establishment of the quorum this no longer affects the quorum. After all, the quorum was already established. In the event that a quorum is established per resolution, the interim loss of the connection may have the effect that certain resolutions cannot be validly adopted from that moment on. A resolution adopted in violation of the applicable quorum shall be void.

Emergencies
After the Legislative Proposal enters into effect, it will be possible for boards of legal entities to decide to hold a fully digital general meeting without a statutory basis in case of exceptional circumstances if these circumstances seriously jeopardise the continuity of decision-making by the general meeting or the safety and health of those entitled to attend the general meeting. The explanatory notes to the Legislative Proposal state that exceptional circumstances are understood to mean only circumstances such as a pandemic, natural disaster, war, terrorist threat or other unexpected calamity. If, in exceptional circumstances, use is made of the option to hold a fully digital general meeting, this must be announced in the notice to convene the general meeting.

Transitional law
A notice of a general meeting made before the Legislative Proposal entered into effect remains valid if the legal requirements at the time the notice took place were met. It will also remain possible to hold hybrid meetings based on current legislation until one year after the Legislative Proposal comes into effect. In addition, references to legal provisions in the articles of association of legal entities that refer to an article of law applicable before the Legislative Proposal came into effect or reflect the substantive content thereof are deemed to refer to or reflect to the provision in the Legislative Proposal. The Legislative Proposal explicitly does not offer the option for legal entities (in particular: B.V.'s, N.V.'s, cooperatives and mutual insurance companies) to hold a fully digital meeting without a statutory basis if the articles of association provide for an arrangement for the hybrid meeting.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.