Digital general meetings from 1 January 2027: what will change?

1. Fully digital general meetings

NVs, BVs, cooperatives and mutual insurance companies

A fully digital general meeting of NVs, BVs, cooperatives and mutual insurance companies requires a basis in the articles of association. The rationale behind this requirement is that there should be sufficient support among the majority of members or shareholders for holding fully digital meetings.

Legal entities are free to determine how this statutory basis is structured. The explanatory memorandum to the legislative proposal gives several examples of how this may be reflected in the articles of association. For example, the articles may provide that the management board determines when and under what conditions a fully digital meeting may be held, that prior authorisation from the general meeting is required, and/or that fully digital meetings are excluded in certain circumstances.

Listed companies

A different regime applies to listed NVs and BVs. Their articles of association must not only allow meetings to be held entirely digitally, but must also specify the circumstances in which this option may be used.

Furthermore, the annual general meeting at which the annual accounts are adopted cannot be held entirely digitally. This meeting must therefore be physically accessible, although digital participation may also be permitted.

Associations

Associations do not require a basis in their articles of association in order to hold fully digital meetings. Unless the articles of association provide otherwise, the general meeting may authorise the person or body entitled to convene the meeting to determine that a general meeting is to be held in hybrid or fully digital form. The articles of association may therefore exclude this possibility or regulate it differently. The rationale is that associations generally do not have a commercial character and should be able to opt for fully digital general meetings in a simple and financially accessible manner.

Emergency arrangements

The Act also contains emergency arrangements for NVs and BVs, including listed companies. Even if the articles of association do not provide a basis for fully digital meetings, the management board may decide that a general meeting is to be held fully digitally if exceptional circumstances arise that seriously jeopardise the continuity of decision-making by the general meeting or the safety and health of those entitled to attend the meeting.

These emergency arrangements do not apply to cooperatives, mutual insurance companies or associations. For associations, an exception to the requirement for a basis in the articles of association is not necessary, as no such statutory basis is required for fully digital meetings.

2. Conditions for digital participation

The Act introduces new conditions for digital participation in both hybrid and fully digital general meetings.

Participants must be identifiable through the electronic means of communication and must be able to exercise their voting rights directly. In addition, two-way audiovisual communication must be used. This requirement is new compared with the current rules on digital participation in general meetings. Participants must therefore be able both to follow the meeting in real time and to participate directly in the deliberations. A livestream that merely allows shareholders or members to watch the meeting is therefore not sufficient.

The notice convening the meeting must also state how participants can attend the meeting digitally and how voting rights can be exercised electronically.

3. Electronic notices

In addition to allowing fully digital general meetings, the Act also simplifies the rules for convening general meetings. A notice convening a meeting may in future be sent electronically, for example by email, without requiring the prior consent of the individual person entitled to attend the meeting. The articles of association may deviate from this general rule.

4. Transitional provisions

The Act also contains a number of transitional provisions.

First, a provision in the articles of association that refers to a statutory provision applicable before the Act enters into force, or that reflects the substance of such provision, will after the Act enters into force be deemed to refer to the new statutory provisions, unless this would be inconsistent with the purpose of the relevant provision in the articles of association. The explanatory memorandum makes clear that an existing basis in the articles of association for holding hybrid meetings cannot be interpreted as providing a basis for holding fully digital meetings, as such an interpretation would be inconsistent with the purpose of that provision in the articles of association.

In addition, for a period of one year after the Act enters into force, a legal entity may hold a general meeting in accordance with the law and its articles of association as they applied before the Act entered into force. This may be relevant where persons participate electronically using means of communication that do not yet meet the requirement for two-way audiovisual communication.

Finally, notices convening meetings that were issued before the Act entered into force in accordance with the rules applicable at that time will remain valid after the Act enters into force.

5. What does this mean for legal entities?

NVs, BVs, cooperatives and mutual insurance companies that wish to hold fully digital general meetings should review whether their articles of association provide the required basis. If their articles of association do not yet provide the necessary basis, they must be amended before fully digital meetings can be held. For listed companies, the articles of association must additionally specify the circumstances in which fully digital meetings may be held. Associations do not require a basis in their articles of association.

All legal entities should also consider whether their articles of association, existing meeting practices and means of communication comply with the new statutory regime. It is therefore advisable to review these before 1 January 2027.

Would you like to make use of the new possibilities for digital meetings from 1 January 2027? We would be happy to review whether your articles of association are already suitable and, where necessary, assist with any amendments.