Digital shareholders meeting in the Netherlands: the legal rules

A digital shareholders meeting is a general meeting of an NV or BV at which shareholders take part, speak and vote through electronic means of communication instead of attending in person. Under Dutch law as it stands, a company may hold a hybrid meeting on the basis of articles 2:117a and 2:227a of the Dutch Civil Code, provided the articles of association allow it, but a physical meeting place is still required. A fully virtual meeting becomes possible only once the Digital General Meeting Act, adopted in 2026, enters into force by royal decree.

What Dutch law allows today

The starting point in Book 2 of the Dutch Civil Code is a meeting held at a place. For an NV the general meeting is held in the municipality named in the articles of association, and the same rule applies to a BV. Resolutions can be adopted elsewhere, but only if all persons entitled to attend are present or represented.

Around that physical core the law has built two electronic routes, and both are already available.

• Electronic participation in the meeting. Articles 2:117a BW (NV) and 2:227a BW (BV) allow the articles of association to provide that a shareholder may attend, speak and vote by electronic means of communication. Three conditions apply: the shareholder must be identifiable through the electronic means used, must be able to follow the proceedings directly, and must be able to take part in the deliberations. The board may set conditions on the use of the technology, provided they serve identification and the orderly conduct of the meeting and are announced with the notice.
• Voting before the meeting. Articles 2:117b BW and 2:227b BW permit the articles of association to provide for votes cast electronically in a period before the meeting, up to thirty days beforehand. Those votes count as votes cast at the meeting itself.

There is also a route that avoids a meeting altogether. For a BV, article 2:238 BW allows decision-making outside a meeting if every person with meeting rights has consented to that manner of decision-making; consent may be given electronically, and the directors and any supervisory directors must first be given the opportunity to advise. An NV with only registered shares and no depositary receipts carrying meeting rights has a comparable option. For closely held companies this is often the quickest and most robust solution, and it is unaffected by the debate about virtual meetings.

What Dutch law does not yet allow is a meeting with no physical venue at all. The temporary emergency legislation that permitted fully virtual meetings during the pandemic lapsed on 1 February 2023, and since then hybrid is the furthest a company can go. Boards that still believe a fully digital meeting is permitted are working on an assumption that no longer holds, and the resolutions they adopt are exposed. Our corporate law practice regularly sees articles of association drafted in 2020 and 2021 that assume the emergency rules are still in place.

The Digital General Meeting Act and when it takes effect

The Act on the digital general meeting of private-law legal persons (Wet digitale algemene vergadering privaatrechtelijke rechtspersonen) closes that gap. The House of Representatives adopted the bill on 16 December 2025 and the Senate on 2 June 2026. The Act is dated 3 June 2026 and was published in the Bulletin of Acts and Decrees on 30 June 2026 as Stb. 2026, 161.

It is not yet in force. The Act enters into force on a date to be set by royal decree, and that date may be set differently for different articles or parts of them. No date had been fixed at the time of writing. Until the royal decree appears in the Bulletin of Acts and Decrees, the existing rules described above continue to apply in full, and a company that holds a virtual-only meeting in the meantime runs the same risk it ran before.

What the Act changes, once it applies, is the following. It amends the provisions of Book 2 on the general meeting of the NV and the BV, and it does the same for associations and cooperatives, so that a fully digital general meeting becomes possible where the articles of association provide for it. The technical conditions are written into the statute: participants must be identifiable by electronic means, must be able to exercise their voting rights directly, and must be able to follow the proceedings and take part in the discussion through two-way audiovisual communication in real time. Conditions imposed on the use of the technology must be reasonable and necessary, and must be announced in advance with the notice. For owners associations the Act adds a safeguard: members representing a quarter of the votes can ask in writing, within seven days of the notice, that the meeting also be made physically accessible. The Act also obliges the minister to report on its operation within five years.

The practical message for boards is that this is a project with a lead time, not a switch to be flicked when the royal decree appears. Amending the articles of association requires a shareholders resolution and a notarial deed, and the drafting has to anticipate a statute that is not yet in force. Preparing now and executing when the Act applies is the sensible order.

Meeting formats under Dutch law

The distinction matters because the consequence of getting it wrong is not a fine but an invalid resolution. A defect in the way a meeting is convened or held makes the resolutions taken there voidable under article 2:15 BW, and a resolution adopted in breach of a mandatory statutory provision on its formation can even be null and void under article 2:14 BW. Anyone with a reasonable interest can bring an annulment claim, and the claim lapses one year after the end of the day on which the resolution became known or was notified to the claimant. A year is a long time to leave an appointment, an issue of shares or an amendment of the articles hanging.

Listed companies, associations and cooperatives

Listed NVs work within an extra layer of rules. The forty-two day notice period of article 2:115 lid 2 BW is combined with a statutory registration date, so entitlement to attend and vote is measured on a fixed day before the meeting rather than on the day itself, and shares traded after that date do not change who may vote. The agenda has to be published together with the notice, shareholders holding the statutory threshold may put items on it, and the company must make the meeting documents available electronically. In practice listed companies have run hybrid meetings for years, and the Digital General Meeting Act is drafted so that a fully digital meeting of a listed company remains subject to those specific provisions.

The Act is not limited to companies. It amends the provisions of Book 2 on associations and cooperatives as well, which matters for the many sports clubs, trade associations and cooperative businesses whose members are spread across the country, and it deals separately with owners associations, where a minority representing a quarter of the votes can insist that the meeting also be physically accessible. Foundations have no general meeting, but a foundation whose regulations provide for a body of participants can borrow the same drafting logic when its regulations are revised.

Getting the articles of association right

Every electronic route above depends on the articles of association (statuten). If they are silent, the company is limited to a physical meeting, whatever the technology can do. Reviewing the articles is therefore the first step, and it is the step most often skipped.

Three questions decide what the company can do. Do the articles allow electronic participation in the meeting under article 2:117a or 2:227a BW. Do they allow electronic voting in advance under article 2:117b or 2:227b BW. And do they contain a clause that will permit a fully digital meeting once the new Act applies, drafted so that it does not purport to authorise something the law does not yet allow. A clause that grants the board discretion to choose the format, subject to the statutory conditions in force at the time, is more durable than one tied to a particular technology.

Amending the articles requires a resolution of the general meeting, taken with the majority the articles prescribe, and a notarial deed executed by a Dutch civil-law notary. Where the company has a supervisory board or holders of depositary receipts with meeting rights, their position needs checking too. Our article on the articles of association in the Netherlands explains the procedure, and our overview of a sound corporate governance framework puts it in the wider governance picture.

Convening the meeting: notice periods and identification

The notice (oproeping) determines whether the meeting can validly take place. The statutory minimum periods are firm. For a BV the notice must be given no later than the eighth day before the meeting (article 2:225 BW). For an NV it is the fifteenth day (article 2:115 lid 1 BW), and for a company whose shares are admitted to trading on a regulated market the forty-second day (article 2:115 lid 2 BW). A shorter period means no valid resolutions can be taken, unless in a BV all persons with meeting rights agree to the decision-making and the directors and supervisory directors have first had the opportunity to advise.

Beyond the ordinary content, a notice for a meeting with electronic participation has to explain how that participation works. It should set out the platform and how to reach it, how shareholders will be identified electronically, how to exercise the right to speak and to put questions, how the electronic vote is cast and by when, and how a proxy can be granted and submitted. Where votes may be cast electronically before the meeting, the notice must state the period in which that is possible.

Proxy voting is unaffected by the format. A shareholder who cannot attend may still grant a written proxy, and the notice should say how a signed proxy is submitted and by when. The company must be able to verify that the proxy comes from the shareholder recorded in the share register, so a secure channel and a clear deadline are worth more than a permissive one.

Technology that meets the legal test

Choosing a platform is a legal decision before it is an IT decision. The statutory conditions translate into a small number of capabilities that the system must have, and a one-way livestream with a chat window is not among them.

The three requirements that carry legal weight are identification, real-time interaction and verifiable voting. The shareholder must be identified through the electronic means used, which in practice means access credentials tied to the entry in the share register, reinforced by a second factor or a trusted digital identity service. The shareholder must be able to follow the proceedings directly and take part in the discussion, which requires a genuine two-way channel rather than a broadcast. And the vote must be captured accurately, attributed to an identified shareholder, and reproducible afterwards from the system logs.

Essential and recommended platform features

Record the choice. A short technology memorandum, setting out why the platform was selected, how it satisfies articles 2:117a or 2:227a BW, what the identification and voting procedures are and what happens if the system fails, is the document that answers a challenge to the meeting a year later. Keep it with the instructions sent to shareholders and the system logs of access, speaking requests and votes.

Chairing a meeting held by electronic means

The chair carries more responsibility online than in a room, because the ordinary signals of a physical meeting are absent. The task is to make sure, and to be able to show afterwards, that every shareholder had a real opportunity to speak and to vote.

Open by explaining the rules of engagement: how to request the floor, how long a contribution may last, how questions submitted in advance will be dealt with, how the vote will be taken and what happens if the connection fails. Ask speakers to state their name before speaking, so the minutes can record who said what. Keep the speaking queue visible and work through it in order; an unexplained departure from the announced order is exactly the kind of detail that surfaces in an annulment claim.

For the vote itself, explain the procedure before the first item, consider a non-binding trial vote so that shareholders can find the interface, and announce the result of each vote in full, with votes for, votes against and abstentions. Those figures belong in the minutes.

Two problems recur. If a shareholder reports a technical failure, direct them to the support channel and record the report; if the failure is widespread and prevents participation, the safer course is to suspend the meeting and, if it cannot be resolved, adjourn it. Pressing on with a vote that a significant number of shareholders could not cast is the surest way to lose the resolution later. If a participant is disruptive, warn them, and only then use the platform controls to mute or remove them, noting the warning and the action in the minutes.

After the meeting: minutes, execution and filings

The minutes (notulen) are the evidence that the meeting complied with the law, and for an electronic meeting they need to say more than usual. Record how each shareholder was identified and admitted, what the chair announced about participation and voting, the full result of every vote taken from the platform logs, and any technical problem together with the steps taken to deal with it. The minutes are adopted in the manner the articles of association prescribe, either at the meeting itself or afterwards by the chair and the secretary.

Resolutions then have to be executed. Some take effect immediately, such as the adoption of the annual accounts or the granting of discharge. Others need further steps. The appointment or dismissal of a director must be registered in the trade register of the Chamber of Commerce (Kamer van Koophandel), an amendment of the articles of association requires a notarial deed and is filed by the notary, and a merger or demerger follows its own statutory procedure. Until a change is registered, third parties who did not know of it may rely on the position shown in the register, which is why prompt filing matters. Where documents are signed remotely, our article on the legal value of digital signatures explains which form of signature is appropriate.

Keep the whole file together: the notice, the proof of dispatch, the technology memorandum, the access and voting logs, the proxies and the adopted minutes. That file is the answer to an annulment claim under article 2:15 BW, and it is worth far more than a recollection of how the meeting went.

Practical scenarios boards ask about

Can access be refused when identification fails

Yes, and where identity cannot be established the company should refuse access, because only those entitled may take part and vote. The safeguard is procedural: the notice must state exactly how identification works, which alternative route is available if the primary method fails, and by when a shareholder must raise a problem. A refusal that follows an announced procedure is defensible; an improvised one is not.

What if a technical failure disrupts a vote

Treat the vote as compromised. The chair should suspend the meeting, establish how many shareholders were affected, and if the problem cannot be fixed quickly, adjourn and reconvene with a fresh notice. A resolution adopted while an appreciable number of shareholders were unable to vote is vulnerable to annulment under article 2:15 BW, and the cost of reconvening is invariably lower than the cost of an invalid resolution. It is sensible to give the chair an explicit mandate in the articles of association or in the meeting regulations to suspend or adjourn for technical reasons.

Must the company provide technical support

The law does not prescribe a helpdesk, but it does require that the shareholder can in fact follow the proceedings and take part. If a shareholder is excluded by a problem the company could reasonably have helped with, that omission can support a challenge to the resolution. A support channel announced in the notice, staffed for the duration of the meeting, is the practical answer.

How do you prove that every shareholder could speak

Through the combination of a logged process and consistent chairing. The platform should time-stamp every request to speak, the chair should work through the queue in the announced order, and the minutes should record who spoke and in what sequence. Together these turn a subjective impression of fairness into evidence.

Can a company already hold a meeting with no physical venue

Not yet. Until the Digital General Meeting Act enters into force by royal decree, a general meeting of an NV or a BV needs a physical meeting place, with electronic participation added on top. Companies that want to avoid a meeting entirely should look instead at out-of-meeting decision-making under article 2:238 BW, which is available today for a BV whose shareholders all consent to that route.

How Law and More can help

Digital meetings raise a straightforward legal question with an unforgiving answer: either the format was permitted and the procedure was followed, or the resolutions can be attacked. Our corporate lawyers review and amend articles of association, draft meeting regulations and notices, advise on the requirements a platform must meet, and act for companies and shareholders when a resolution is disputed. If you are preparing for the Digital General Meeting Act or planning a hybrid meeting this season, contact Law and More to have the arrangements checked before the notice goes out.