Cabinet agrees with KNB position on digital passing

The Cabinet today approved a proposal from Minister for Legal Protection Sander Dekker, which endorses the position of the Royal Dutch Association of Civil-Law Notaries on the use of digital tools for the execution of deeds in emergency situations. The proposal will now be submitted to the Council of State for advice and is expected to be debated in Parliament in mid-April.

The Royal Netherlands Notary Association (KNB) believes that the Civil-Law Notaries Act (Wna) allows civil-law notaries to use audiovisual aids in exceptional circumstances, provided they properly justify their use in their records. The current situation surrounding the coronavirus, which can cause COVID-19, is one such exceptional situation. The KNB believes this approach aligns with the role of civil-law notaries, who are at the heart of society and must enable litigants, even in an emergency, to properly record agreements and wishes in a notarial deed.

Digital AGM
Minister Dekker's proposal also allows for temporary electronic communication where in-person consultation and decision-making procedures are currently required. This applies, for example, to listed companies and associations that are required to hold an annual general meeting. Due to the coronavirus, in-person meetings are undesirable.

Submit questions in advance
The board of directors of legal entities will soon be able to decide to hold a general meeting that can be followed exclusively via livestream (audio or video). However, this is subject to the condition that members and shareholders can submit questions during the meeting or beforehand, which will be answered no later than at the meeting itself. If a member or shareholder is unable to fully participate in such a meeting, the decisions taken will still be legally valid. The board can also postpone the deadline for holding a general meeting and the deadline for preparing the annual accounts.