Your company's digital general shareholders meeting
End March 2020, at the start of the corona crisis, the government provided a temporary solution for the general shareholders meetings of companies. On the one hand there was a general delay, on the other hand these meetings could be held digitally. End 2020 a more definitive solution came up.
A general shareholders meeting at distance
A general shareholders meeting (GSM) 'at distance' was already possible when the articles of association allowed to do so. A 2020 law removed this obstacle: the decision to hold a GSM physically or digitally lies fully with the management body.
The management body should in the convocation for the GSM make a 'clear and detailed description' of the procedures regarding participation at distance. The goal is clearly to avoid that shareholders cannot participate due to technological requirements.
The new rules apply to all forms of companies (BV, NV, CV). Also for VZW's and iVZW's.
For listed companies, nothing changes, which is also the case for companies incorporated before 1 May 2019 and didn't modify their articles of association yet. In such case a GSM at distance is only possible in case it is foreseen by the articles of association.
How digital?
There are only two conditions for the validity of the tool you use for the GSM at distance.
The first condition is that the tool should allow to verify the identity (and capacity) of the shareholder. It is sufficient that the company can verify that the person presenting him/herself is who he/she pretends to be and whether he/she has the capacity of shareholder. No sophisticated electronic communication tool should be installed. If there are a limited number of shareholders, this can even be done through a conference call. Also through communication tools such as Teams, Zoom and Skype the verification of the capacity and identity of the shareholder can simply be made.
The second condition is that the tool which is used allows the shareholder to participate directly, simultaneously and uninterrupted to the discussions during the meeting. The shareholder should be able to participate actively, ask questions and vote. The tool should therefore allow realtime communication in both directions.
Since for some companies this is not feasible at short term, transitional arrangements apply until 30 June 2021. A company can choose to limit the communication during the GSM to a 'broadcasting' (one direction). In such case it should be mentioned that a shareholder who wants to participate actively, should have the possibility to participate to the physical meeting.
Always a little bit physical
Every GSM, also at distance, always has a physical aspect. The members of the bureau should always physically participate. And also in case during the meeting an authentic instrument should be drawn up (e.g. contribution), the persons involved should be physically present.
