House of Representatives agrees with KNB's position on digital passing

The House of Representatives today approved the Temporary COVID-19 Justice and Security Act, which allows for the use of digital tools to execute deeds in emergency situations. The proposal will now be submitted to the Senate under an expedited procedure, where it will be debated later this month.

Article 26 of the bill establishes the procedure previously described by the Royal Dutch Association of Civil-Law Notaries (KNB) regarding the execution of deeds in emergency situations. Civil-law notaries may use audiovisual equipment for identification and instruction and then execute the deed pursuant to Article 43, paragraph 4. This is only permitted in situations where no other means of executing the deed exist. Moreover, the law is temporary and does not amend the Civil-Law Notaries Act (Wna).

Digital (general) meeting
The proposal by the Minister for Legal Protection, Sander Dekker, also allows for temporary electronic communication in cases where in-person consultation and decision-making procedures are currently required. This includes, for example, 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 conditional on members and shareholders being able to 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.

Retroactive effect
The law applies retroactively to the date the government announced the coronavirus measures: March 15, 2020. This regulation reaffirms the validity of deeds executed based on the procedure previously approved by the Royal Netherlands Association of Civil-Law Notaries (KNB) from that date onward. The temporary law is in effect until September 1, but can be extended for two months at a time. The KNB will notify civil-law notaries in a timely manner when the law is repealed.