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COVID-19 update: New emergency law allowing companies to hold general meetings via online means is to take effect soon

The House of Representatives of the Netherlands has recently received a new COVID-19 related bill allowing electronic means to be used for decision-making purposes during the corona crisis. The bill is likely to take effect this month but it is expected that it will cover things retrospectively.

The bill allows Dutch legal entities to hold general meeting using electronic means, that is, attendance will be possible by joining a video or audio conference. Questions may be submitted no later than 72 hours prior to and during the meeting, and voting should be carried out before the meeting. Where a general meeting has been already convened (to take form in a physical or hybrid format), the bill will make it possible to change the form of venue to a virtual meeting by providing at least a 48-hour notice. In such a case, questions can be submitted up to 36 hours prior to the meeting.

In this respect it is important that regardless of what general meeting set-up is set out in entity’s founding documents (eg articles of association), the bill will ultimately enable it to hold a virtual general meeting.

Furthermore, the new measure will also allow notaries to execute a deed with the signatory present via a video link.

For more information, see (in Dutch only): link.

Do you have a Dutch BV and are wondering how the corona crisis might affect the entity’s ability to perform its legal obligations? STRIK TAX|LEGAL is a boutique, multilingual consulting firm that advises on matters of Dutch corporate and tax law and is happy to assist its clients in navigating legal and tax landscape in the Netherlands..