Fully digital meetings from 2027: are your articles of association ready?

Fully digital general meetings

From 1 January 2027, a BV (Dutch private limited company) will be able to hold a general meeting entirely digitally. Shareholders will no longer need to be physically present at the same location to take part in the meeting.

This can be practical when shareholders do not live near one another, regularly work remotely, or when meeting digitally is simply more efficient.

However, holding a fully digital meeting is not automatically possible. The option to meet digitally must be properly provided for in legal terms.

What do the articles of association say?

Whether a BV can hold fully digital meetings from 1 January 2027 depends, among other things, on what its articles of association provide.

The articles of association must provide a sufficient basis for electronic participation in the general meeting. If they only specify where the general meeting must be held physically, this does not automatically mean that a meeting may also take place entirely digitally.

Your company's articles of association may already contain a provision on electronic participation. In that case, it must be assessed whether that provision also offers sufficient scope for a fully digital meeting under the new statutory framework.

An amendment to the articles of association is therefore not necessary in every case.

What requirements must a digital meeting meet?

Even where the articles of association permit digital meetings, requirements apply to the way the meeting takes place.

Shareholders must be identifiable through an electronic means of communication and must be able to exercise their voting rights directly. They must also be able to follow the meeting live and take part in the discussions through a two-way audiovisual means of communication. The notice convening the meeting must also state how shareholders can participate electronically and exercise their voting rights.

Why check your articles of association now?

Although the new rules do not take effect until 1 January 2027, it may be sensible to check now whether your articles of association offer sufficient scope for fully digital meetings.

If an amendment to the articles of association proves necessary, it can be prepared in good time. An amendment can also be a suitable moment to consider whether other provisions still reflect the current business and the way shareholders work together.

Are your articles of association still up to date?

Articles of association are often drawn up when a company is incorporated and then left unreviewed for years. In the meantime, much can change. The business grows, new shareholders or directors join, and legislation continues to develop.

As a result, the articles of association may contain provisions that no longer fit the current business or unnecessarily restrict options that the law now allows. Examples include rules on convening meetings and decision-making, the division of powers between the board and shareholders, or electronic communication.

The introduction of fully digital meetings can therefore also be a good time to have your articles of association reviewed more broadly. Do the arrangements recorded in the past still fit today's business?

Would you like to know whether your current articles of association provide sufficient scope to hold fully digital meetings from 1 January 2027? Please get in touch. I will check free of charge whether your articles of association are suitable for this and whether an amendment is needed.

If you would like a broader review of your articles of association, I would of course be happy to discuss the options.