Digital meetings: definitively arranged from January 1, 2027
Fully digital meetings are becoming possible for private limited companies (BV), public limited companies (NV), cooperatives, associations, and homeowners' associations (VvE). What does that mean for you?
During the coronavirus period, many companies, associations, and homeowners' associations (“VvEs”) were forced to hold meetings via video screen. This often worked out better than expected. Nevertheless, the temporary law that made this possible expired in 2023. Since then, the main rule applies again: a general meeting takes place in person. Currently, participating digitally is only possible if the articles of association permit it, and even then, only alongside a physical meeting. A fully digital meeting is therefore not permitted at present.
That is about to change. The Digital General Meetings for Private Legal Entities Act has been passed by the House of Representatives and the Senate and enters into force on January 1, 2027. From that moment on, a general meeting can also be held entirely digitally.
What is changing?
The new law regulates three things:
1) a legal basis for the fully digital general meeting;
2) clear conditions that a hybrid meeting (partly physical, partly digital) or a fully digital meeting must meet;
3) simpler and more modern rules for summoning.
Digital meetings will not become mandatory. It is a choice. Every legal entity (for example, a BV) decides for itself whether it wants to hold meetings physically, hybrid, or fully digitally. There is one exception for listed companies: the annual general meeting at which the annual accounts are adopted must remain physically accessible.
And what about the foundation? It falls outside the scope of this law. A foundation has no shareholders or members and therefore does not have a general meeting of shareholders or a general meeting of members. Digital meetings were already possible for the board and any supervisory board of a foundation, provided the articles of association or regulations permit it. That remains the case. We also have suitable model provisions for this.
Three flavors: also, exclusively, or both
Anyone wishing to hold digital meetings must choose the format. In practice, we distinguish three variants:
• Also digital. The meeting takes place in person, but those entitled to attend can also participate digitally. This is the hybrid meeting.
• Digital only. The meeting takes place only digitally. There is no physical meeting location.
• Also or exclusively digitally. For each meeting, the Board determines in the notice which format is used: in-person, hybrid, or fully digital. This is the most flexible option.
Which variant suits you best depends on your legal structure and organization. A private limited company (BV) with two shareholders has different requirements than a cooperative with hundreds of members. We would be happy to think this through with you.
BV, NV and cooperative: amendment of articles of association required
For the BV, the NV, the cooperative, and the mutual insurance company, the following applies: fully digital or hybrid meetings are only permitted if the articles of association explicitly provide for this. If it is not included, a physical meeting remains the default.
The law does not prescribe a special majority for the decision to amend the articles of association. However, the existing articles of association may already require a reinforced majority or unanimity for an amendment. That remains in effect.
Associations and HOAs: get started immediately
The situation is different for ordinary associations and Owners' Associations. For them, the option to hold meetings digitally does not need to be included in the articles of association. It is sufficient for the general meeting of members, or in the case of an Owners' Association, the meeting of owners, to authorize the board to do so. Consequently, the new regulation takes effect for them almost immediately on January 1, 2027.
This is welcome news, especially for Owners' Associations. Attendance at physical owners' meetings is often low. A digital or hybrid meeting lowers the barrier to participation and decision-making. This applies just as much to sports clubs, cultural associations, and other organizations with members who do not all live around the corner.
The bar is set higher
A digital meeting must be a full-fledged alternative to a physical meeting. The law therefore sets requirements. Participants must:
· can be identified;
· be able to exercise their voting rights directly, i.e. live during the meeting and not only beforehand;
· be able to follow the meeting directly via a two-way audiovisual communication device; and
• be able to participate directly in the deliberations, and thus also ask questions. The Board answers these to the best of its knowledge.
In concrete terms, this means: video and audio, in both directions. A telephone meeting or conference call will soon no longer suffice. Neither will simply watching via a livestream. The articles of association may stipulate additional conditions, for example regarding the technology and security of the connection.
The law leaves the method of voting open. However, this must be stated in the notice of meeting. For a small private limited company, a video call with a show of hands can work perfectly well. For a large organization, a digital environment specifically designed for this purpose is more logical.
Summoning: electronic becomes the norm
The rules for convening meetings are being simplified. Electronic convening will become the standard. For a hybrid or fully digital meeting, the notice must state how participants gain access to the meeting, how they can vote digitally, and what conditions apply.
Transition period
An amendment to the articles of association is not mandatory. Do you wish to make no changes and simply continue holding in-person meetings? Then you do not need to do anything. Only those who wish to be able to hold digital meetings need to make arrangements.
Do your articles of association already contain a provision regarding electronic participation in meetings? If so, it is good to know that the new law imposes stricter requirements in this regard. Legal entities have until January 1, 2028, to adapt their articles of association and working methods accordingly. Until that date, you may still hold meetings in accordance with your current articles of association. Decisions previously taken in a fully digital meeting can be ratified subject to conditions.
Do you want to be able to hold digital meetings starting January 1, 2027? Then it is wise to start thinking about this now. This can be done by amending your existing articles of association or by including the appropriate provisions immediately upon incorporation.
Customization of your articles of association
Articles of association are not a fill-in-the-blanks exercise. We work with an extensive database of templates in which all variants for digital meetings are detailed: also digital, exclusively digital, or also or exclusively digital. This includes appropriate provisions regarding the location of the meeting, electronic notice, and the conditions for digital participation.
We combine these building blocks into articles of association that suit your legal form and organization. No more and no less than you need. Whether it concerns a family business, a cooperative, an association, or a homeowners' association.
What can you do now?
• Check whether your current articles of association regulate digital participation in meetings.
· Determine which meeting format suits your organization: additionally, exclusively, or both.
· Are you a board member of an association or HOA, and is there a need among your members to hold digital meetings? Then put the authorization for this on the agenda for the next meeting.
• Are you setting up a new BV, for example? Then include the provisions for digital meetings right away.
Do you have questions about digital meetings or would you like to know what this means for your articles of association? Call or email us. We are happy to assist you.
During the coronavirus period, many companies, associations, and homeowners' associations (“VvEs”) were forced to hold meetings via video screen. This often worked out better than expected. Nevertheless, the temporary law that made this possible expired in 2023. Since then, the main rule applies again: a general meeting takes place in person. Currently, participating digitally is only possible if the articles of association permit it, and even then, only alongside a physical meeting. A fully digital meeting is therefore not permitted at present.
That is about to change. The Digital General Meetings for Private Legal Entities Act has been passed by the House of Representatives and the Senate and enters into force on January 1, 2027. From that moment on, a general meeting can also be held entirely digitally.
What is changing?
The new law regulates three things:
1) a legal basis for the fully digital general meeting;
2) clear conditions that a hybrid meeting (partly physical, partly digital) or a fully digital meeting must meet;
3) simpler and more modern rules for summoning.
Digital meetings will not become mandatory. It is a choice. Every legal entity (for example, a BV) decides for itself whether it wants to hold meetings physically, hybrid, or fully digitally. There is one exception for listed companies: the annual general meeting at which the annual accounts are adopted must remain physically accessible.
And what about the foundation? It falls outside the scope of this law. A foundation has no shareholders or members and therefore does not have a general meeting of shareholders or a general meeting of members. Digital meetings were already possible for the board and any supervisory board of a foundation, provided the articles of association or regulations permit it. That remains the case. We also have suitable model provisions for this.
Three flavors: also, exclusively, or both
Anyone wishing to hold digital meetings must choose the format. In practice, we distinguish three variants:
• Also digital. The meeting takes place in person, but those entitled to attend can also participate digitally. This is the hybrid meeting.
• Digital only. The meeting takes place only digitally. There is no physical meeting location.
• Also or exclusively digitally. For each meeting, the Board determines in the notice which format is used: in-person, hybrid, or fully digital. This is the most flexible option.
Which variant suits you best depends on your legal structure and organization. A private limited company (BV) with two shareholders has different requirements than a cooperative with hundreds of members. We would be happy to think this through with you.
BV, NV and cooperative: amendment of articles of association required
For the BV, the NV, the cooperative, and the mutual insurance company, the following applies: fully digital or hybrid meetings are only permitted if the articles of association explicitly provide for this. If it is not included, a physical meeting remains the default.
The law does not prescribe a special majority for the decision to amend the articles of association. However, the existing articles of association may already require a reinforced majority or unanimity for an amendment. That remains in effect.
Associations and HOAs: get started immediately
The situation is different for ordinary associations and Owners' Associations. For them, the option to hold meetings digitally does not need to be included in the articles of association. It is sufficient for the general meeting of members, or in the case of an Owners' Association, the meeting of owners, to authorize the board to do so. Consequently, the new regulation takes effect for them almost immediately on January 1, 2027.
This is welcome news, especially for Owners' Associations. Attendance at physical owners' meetings is often low. A digital or hybrid meeting lowers the barrier to participation and decision-making. This applies just as much to sports clubs, cultural associations, and other organizations with members who do not all live around the corner.
The bar is set higher
A digital meeting must be a full-fledged alternative to a physical meeting. The law therefore sets requirements. Participants must:
· can be identified;
· be able to exercise their voting rights directly, i.e. live during the meeting and not only beforehand;
· be able to follow the meeting directly via a two-way audiovisual communication device; and
• be able to participate directly in the deliberations, and thus also ask questions. The Board answers these to the best of its knowledge.
In concrete terms, this means: video and audio, in both directions. A telephone meeting or conference call will soon no longer suffice. Neither will simply watching via a livestream. The articles of association may stipulate additional conditions, for example regarding the technology and security of the connection.
The law leaves the method of voting open. However, this must be stated in the notice of meeting. For a small private limited company, a video call with a show of hands can work perfectly well. For a large organization, a digital environment specifically designed for this purpose is more logical.
Summoning: electronic becomes the norm
The rules for convening meetings are being simplified. Electronic convening will become the standard. For a hybrid or fully digital meeting, the notice must state how participants gain access to the meeting, how they can vote digitally, and what conditions apply.
Transition period
An amendment to the articles of association is not mandatory. Do you wish to make no changes and simply continue holding in-person meetings? Then you do not need to do anything. Only those who wish to be able to hold digital meetings need to make arrangements.
Do your articles of association already contain a provision regarding electronic participation in meetings? If so, it is good to know that the new law imposes stricter requirements in this regard. Legal entities have until January 1, 2028, to adapt their articles of association and working methods accordingly. Until that date, you may still hold meetings in accordance with your current articles of association. Decisions previously taken in a fully digital meeting can be ratified subject to conditions.
Do you want to be able to hold digital meetings starting January 1, 2027? Then it is wise to start thinking about this now. This can be done by amending your existing articles of association or by including the appropriate provisions immediately upon incorporation.
Customization of your articles of association
Articles of association are not a fill-in-the-blanks exercise. We work with an extensive database of templates in which all variants for digital meetings are detailed: also digital, exclusively digital, or also or exclusively digital. This includes appropriate provisions regarding the location of the meeting, electronic notice, and the conditions for digital participation.
We combine these building blocks into articles of association that suit your legal form and organization. No more and no less than you need. Whether it concerns a family business, a cooperative, an association, or a homeowners' association.
What can you do now?
• Check whether your current articles of association regulate digital participation in meetings.
· Determine which meeting format suits your organization: additionally, exclusively, or both.
· Are you a board member of an association or HOA, and is there a need among your members to hold digital meetings? Then put the authorization for this on the agenda for the next meeting.
• Are you setting up a new BV, for example? Then include the provisions for digital meetings right away.
Do you have questions about digital meetings or would you like to know what this means for your articles of association? Call or email us. We are happy to assist you.
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