Digital General Meetings Are Coming—Start Preparing Now!
Starting January 1, 2027, fully digital general meetings will be recognized under Dutch law. The Act on Digital General Meetings of Private-Law Entities, passed by the Senate in June 2026, facilitates and sets standards for holding fully digital general meetings. This could be a welcome change for many business owners.
You’re probably familiar with the situation: for the annual meeting, everyone has to gather at the same location at the same time. This is despite the fact that shareholders may live scattered across the country, or that there isn’t really a suitable venue.
Sometimes there’s tension in the room, and you really don’t want to be in the same space at all. Especially in family-owned businesses, tempers can run high, and a dispute can even lead to the cancellation of mandatory meetings due to the stress caused by the prospect of seeing each other again.
Can’t it really be any simpler? Not yet, but soon—after January 1, 2027—the answer will be yes. To make that possible, however, you’ll need to take some action. In this article, I’ll provide a brief explanation of the introduction and effective date of the Act on Digital General Meetings of Private-Law Legal Entities, with a specific focus on the B.V. Time to pull out your articles of incorporation!
From Hybrid to Fully Digital
Participating in a meeting digitally isn’t entirely new. In a hybrid meeting, some participants gather in person while others join online. The existing rules for the B.V. already allow, if the articles of incorporation so provide, for electronic participation in the general meeting, including speaking and voting (current Article 2:227a of the Dutch Civil Code). However, the board is still required to provide a physical location, and shareholders are free to choose how they wish to attend the AGM.
By amending the relevant statutory provisions, the new law also makes it possible—provided the statutory conditions are met—to hold a meeting without a physical gathering. In that case, everyone participates remotely. This can significantly simplify the planning of the annual general meeting.
Consider, for example, a private limited company (B.V.) with shareholders in different cities or countries, or an association whose members live in different locations. Once the law takes effect, reserving a meeting room and setting aside travel time will no longer be automatically necessary.
Setting Conditions
A digital meeting is not simply an invitation to a video call. Those entitled to attend must be able to actively participate. They must be able to follow the discussion, ask questions, speak, and, if they have voting rights, cast their votes. It must also be clear who is participating. These principles align with the existing legal rules for electronic participation in a general meeting but become even more important in the context of an exclusively digital meeting.
That is why thorough preparation deserves careful attention. How will participants receive the access information? How will the voting proceed, and what will you do if someone loses their connection? How will you verify the identity of participants? These days, that’s not so easy. After all, who hasn’t heard of the job applicant who was discovered to be impersonating someone else using AI face-swap technology? He was caught when asked to hold three fingers in front of his face. How will you catch the fraudster before he makes off with sensitive, trade-secret information?
You want the AGM to always be able to make legally valid decisions, so you must prevent procedural errors or technical glitches from leading to disputes later on. A good digital meeting, therefore, begins well before everyone logs in. In this regard, it’s possible to set conditions.
Is this already in your articles of incorporation?
For many companies, this is the most important step. The fact that shareholders may now participate online does not automatically mean that the general meeting can take place entirely digitally. A provision regarding hybrid meetings does not automatically provide a legal basis for this. Anyone wishing to take advantage of this new option must therefore verify whether the articles of incorporation permit a fully digital meeting and whether the existing meeting rules align with this.
Don’t just focus on the meeting location. Provisions regarding the notice of the meeting, participation, and voting may also need to be updated. By addressing this in a timely manner, you’ll avoid having to scramble for a physical venue or an alternative approach right before the next annual meeting.
Make the next meeting easier
The new law offers a practical opportunity to better align meetings with the way your company operates. However, the technology alone is not enough; the articles of incorporation must support the chosen format. We would be happy to work with you to determine whether your articles of incorporation are ready for a fully digital general meeting and, if necessary, assist you in amending them. Please feel free to contact us.
Frequently asked questions about digital general meetings
When does the Digital General Meetings Act come into force?
The Act comes into force on 1 January 2027. In 2024, the date was still assumed to be 1 January 2025.
Will my private limited company be allowed to hold meetings entirely online from 2027?
No. A fully digital meeting is only permitted if the articles of association provide for it. However, articles of association that already allow for hybrid meetings will in future be interpreted as providing a basis for fully digital meetings.
What is the difference between a hybrid meeting and a fully digital meeting?
In a hybrid meeting, there is a physical venue and participants may also join remotely. In a fully digital meeting, there is no physical venue and everyone participates online.
Will a telephone meeting or live stream still be sufficient in future?
No. Participants must be able to take part via two-way audio and video and actively contribute to the discussion. Until 1 January 2028, meetings may still be held in accordance with the current rules under transitional law.
Can a listed company hold its annual general meeting entirely online?
No. The annual general meeting of a listed company must always be physically accessible. Hybrid participation is, however, possible if the articles of association permit it.
Can I convene shareholders by email?
Yes. From 1 January 2027, prior consent from those entitled to attend the meeting will no longer be required for this, unless the articles of association stipulate otherwise.
What must the notice convening a digital meeting contain?
The notice must explain how to participate and vote digitally, for example, which meeting application is being used and via which link participants can log in.
Can the board hold a digital meeting in a crisis without a statutory basis?
Yes, in exceptional circumstances such as a pandemic, natural disaster, war, terrorist threat or other unforeseen calamity. This must be stated in the notice of meeting.
Who are those entitled to attend the meeting?
In addition to shareholders, these may include certificate holders with the right to attend meetings, as well as usufructuaries or pledgees with voting rights.
Can shareholders pass resolutions without holding a meeting?
Yes. In the case of a private limited company (BV), this is possible provided that all those entitled to attend the meeting agree to this method of decision-making, votes are cast in writing, and directors and supervisory directors have been consulted in advance.
Do I need to amend my articles of association now?
This is not compulsory, but it is advisable if you wish to hold fully digital meetings after 1 January 2027 and your articles of association do not yet provide for this. With a transitional provision, this will be possible immediately upon the legislation coming into force.
