In these unusual times when social distancing is the norm, the legislature has made it possible by introducing the 'Temporary COVID-19 Justice and Security Act' ('the Act') to hold a general meeting of shareholders or a general members' meeting without the need for a physical meeting. The board of, for example, a public company, private limited liability company or association may decide to use this scheme, regardless of whether the articles of association of the legal entity concerned permit a virtual meeting. Use of the scheme laid down in the Act is subject to conditions, including the following:
- The board adopts a resolution to the effect that no physical general meeting will be held, but that it will be held by electronic means and that voting may or may not take place by electronic means only;
- The shareholders/members will have the opportunity to ask questions about the items on the agenda by email or post up to 72 hours before the meeting;
- The questions asked will be answered no later than during the meeting and posted on the legal entity's website or made available to shareholders/members via electronic means of communication after the meeting;
- It should also be possible to ask questions by electronic means during the meeting, unless this is not reasonably possible. However, the most commonly used video calling applications provide the possibility to ask questions via the chat function.
If a physical general meeting of a private limited liability company or public company has already been convened, that meeting may be changed into a virtual meeting up to 48 hours beforehand.
For companies or associations with a limited number of shareholders or members, other alternatives to physical meetings are also conceivable. One example is holding a physical meeting at which the shareholders/members give a proxy to one person, such as a civil-law notary, to exercise their voting rights on their behalf. A camera may be present at such physical meeting, allowing all other persons entitled to attend the meeting to participate in the deliberations on the items on the agenda. Alternatively, for example after prior telephone consultation between all shareholders/members, directors and any supervisory board members in which the resolutions are discussed in advance, the relevant resolutions may be adopted in writing outside the meeting.
The civil-law notaries of Pels Rijcken will be happy to assist you in ironing out the details of a meeting during the coronavirus. Feel free to contact Peter Hoogendoorn or Linda Benink.