The legal obligation to hold a general meeting at least once a year and to approve the annual accounts remains in effect. How can you best handle this while also complying with“social distancing” depends on your situation and your articles of association.

In this article, we describe the situation under current law. Emergency legislation is currently being developed that will allow (among other things) a fully digital meeting to temporarily replace the in-person meeting and allow the board to postpone the statutory deadline for preparing the annual accounts.

Situation 1: you are the sole shareholder or no consultation is required regarding the decisions to be taken.

Solution 1: make decisions outside of a meeting.

Terms and Conditions:

– Meeting-entitled persons (holders of a pledge, usufruct, non-voting shares, or certificates with meeting rights) must agree to this method of decision-making. This consent may be given electronically;

– the directors (and supervisory directors) have been given the opportunity to provide their advice on the decisions to be taken prior to the decision-making process.

Solution 2: physical meeting at which the (majority of) shareholders give written proxy or refrain from participating in the meeting.

Terms and Conditions:

– all conditions for the correct summons of a general meeting remain applicable (including agenda, deadlines, summoning of meeting-entitled persons and the board/supervisory directors);

– the articles of association may provide that shareholders may only grant a power of attorney to certain other (groups of) persons, such as other shareholders.

Situation 2: Your company has many shareholders or consultation is required regarding the decisions to be taken.

Solution: meeting via an electronic means of communication.

Terms and Conditions:

– here too, all conditions for a correct summons to a general meeting apply unchanged, with the additional requirement that the summons must state that the meeting will be held electronically (and what the additional conditions for the electronic means of communication are, if the articles of association stipulate them);

– the articles of association must provide for the possibility of holding electronic meetings;

– the electronic means of communication must enable participants to be identified, they must be able to follow the meeting live (for example, via a live stream) and participate in the deliberations if the articles of association so require (for example, via Skype) and exercise their voting rights;

The meeting cannot be held entirely digitally, as it must have a chairperson who chairs the meeting in the municipality where the company has its registered office (or at another possible meeting location specified in the company's articles of association). This is therefore a hybrid meeting.

Do you have questions about your company's meeting? Please contact Kristianne Voorn (k.voorn@wintertaling.nl or +31 (0)20 – 3018874).