Digital meetings at the NV and the BV: what changes under the Act on digital general meetings?

“Can you hear me?” “Your microphone is muted” “I can hear you.” These days, this is the customary way a meeting opens. A team meeting, the strategy session with the lawyer, the quarterly update with an investor: these regularly take place entirely digitally through electronic means of communication such as Microsoft Teams or Google Meet.

At the general meeting of shareholders (also referred to as the “AVA”) of a company (BV and NV), that is less common. These meetings serve, among other things, to adopt the annual accounts, to appoint and dismiss managing directors and to resolve on the distribution of dividend. Formal statutory requirements apply to this meeting: the convocation, convocation periods, an agenda, the appointment of a chair, the keeping of minutes, quorums and the required majorities. The law assumes a physical meeting room with chairs and a table.

That creates friction. Practice has been digital for years; the law has not. In my practice, this has given rise to many questions and discussions over the past few years: is it permitted, is it not permitted, and what if it has happened anyway?

In this blog, corporate law lawyer Thomas Schutte will inform you about the possibilities for a digital meeting, including a checklist with a step-by-step plan so that you are prepared in good time for the new digital world.

Contents of this blog

1. In brief 1

2. Act on digital general meetings of legal entities under private law.

3. What is a general meeting?

4. What is the right to attend meetings?

5. When must a general meeting be held?

6. What are physical, hybrid and digital meetings?

7. Is a fully digital general meeting already permitted (August 2026)?

8. What is possible under current law (August 2026)?

9. What are the consequences if the requirements are not met?

10. What changes once the Act on digital general meetings of legal entities under private law enters into force?

11. When does the Act on digital general meetings of legal entities under private law enter into force?

12. CHECKLIST WITH STEP-BY-STEP PLAN: what do you need to do in order to be able to meet digitally?

13. May recordings or AI transcripts of the digital meeting be made?

14. Can the lawyer be excluded from the (digital) general meeting?

15. Conclusions (take-aways)

16. In closing.

 

1. In brief

In this blog you will read, among other things, the following:

• A fully digital general meeting is not permitted under current law (August 2026). Resolutions adopted at such a meeting may be null and void or voidable.
• Hybrid meetings are already permitted, but only if the articles of association provide for this.
• The Act on digital general meetings of legal entities under private law introduces the possibility for legal entities (such as the BV and the NV) to hold digital general meetings and enters into force on a date to be determined by royal decree. That decree has not yet been published. Entry into force on 1 January 2027 is the most likely scenario.
• Anyone who wishes to meet digitally on a structural or regular basis needs a basis in the articles of association. An amendment of the articles of association requires a notarial deed and therefore preparation time.
• Following entry into force, a transitional period of one year applies during which meetings may still be held in accordance with the former law and the existing articles of association.

2. Act on digital general meetings of legal entities under private law

The legislature is putting an end to the uncertainty surrounding digital meetings. On 30 June 2026, the Act on digital general meetings of legal entities under private law was published in the Bulletin of Acts and Decrees (Staatsblad) (Act of 3 June 2026, Stb. 2026, 161) (which I will refer to below in abbreviated form as the “Digital Meetings Act”). This Digital Meetings Act makes the fully digital general meeting possible for private and public limited companies (BVs and NVs), but also for cooperatives, associations, mutual insurance societies and owners’ associations.

Important: the Digital Meetings Act has not yet entered into force at this time (August 2026). This means that entrepreneurs, managing directors, supervisory directors and shareholders currently find themselves in an interim phase. Anyone who organizes or participates in a fully digital shareholders’ meeting today still runs the risk of invalid resolutions. Anyone who amends the articles of association now, however, will be able to benefit from the new possibilities immediately.

In this blog I will explain what a general meeting is, when it must be held, what physical, hybrid and digital meetings precisely entail, what is and is not possible under current law, what the Digital Meetings Act changes and which concrete steps you can take now. I will also address a practical question that is raised with increasing frequency: may recordings and AI transcripts be made of the general (digital) meeting? In this blog I focus on the consequences for the BV and the NV.

3. What is a general meeting?

The general meeting is the body of the legal entity that is formed by the shareholders (at the BV and the NV), the members (at the association and the cooperative) or the owners (at the owners’ association). At the BV, the general meeting has all powers that have not been conferred on the management board or on others (Article 2:217(1) of the Dutch Civil Code (Burgerlijk Wetboek), hereinafter the “DCC”). Consider important resolutions such as the adoption of the annual accounts, the appointment, suspension and dismissal of managing directors and supervisory directors, the amendment of the articles of association, the issue of shares, the distribution of profit and the dissolution of the company.

4. What is the right to attend meetings?

The right to attend meetings (vergaderrecht) is the right to attend the general meeting and to address it, either in person or through a written proxy (Article 2:227(1) DCC). That right accrues not only to shareholders, but also to holders of depositary receipts with a right to attend meetings under the articles of association and to usufructuaries and pledgees (Article 2:227(2) DCC). Managing directors and supervisory directors have an advisory vote at the general meeting (Article 2:227(7) DCC). That is more than a formality: if managing directors and supervisory directors are not given the opportunity to render advice, the resolution is voidable (Article 2:15(1)(a) DCC). In the case of decision-making outside a meeting, this follows from Article 2:238(2) DCC.

5. When must a general meeting be held?

For the BV, at least one general meeting must be held each year (the annual meeting, in Dutch the jaarvergadering), or at least one resolution must be adopted outside a meeting, or the annual accounts must be adopted by way of signature by all managing directors and supervisory directors (Article 2:218 DCC, which refers to Article 2:210(5) and Article 2:238(1) DCC). For the NV, the law prescribes that at least one general meeting is held each year (Article 2:108(1) DCC) and that the annual meeting is held within six (6) months after the end of the financial year, unless the articles of association set a shorter period (Article 2:108(2) DCC).

In practice, the scheduling of the annual meeting is determined by the annual accounts cycle. The management board of the BV prepares the annual accounts within five (5) months after the end of the financial year, which period the general meeting may extend by no more than five (5) months on the basis of special circumstances (Article 2:210(1) DCC). The adoption of those same annual accounts takes place by a resolution of the general meeting (Article 2:210(3) DCC). Publication follows within eight (8) days after adoption (Article 2:394(1) DCC) and no later than twelve (12) months after the end of the financial year (Article 2:394(3) DCC).

In addition, a general meeting may be convened in the interim by the management board or the supervisory board (Article 2:219 DCC). Shareholders representing at least one-hundredth of the issued capital may request in writing, stating precisely the subjects to be discussed, that a general meeting be convened; if that request is not complied with, they may be authorized by the preliminary relief judge to convene the meeting themselves (Article 2:220(1) DCC). Shareholders holding at least one (1) percent of the capital also have the right to place items on the agenda (Article 2:224a DCC). The convocation period at the BV is at least eight (8) days (Article 2:225 DCC). At the NV, a period of fifteen (15) days applies (Article 2:115(1) DCC) and at listed companies a period of forty-two (42) days (Article 2:115(2) DCC).

6. What are physical, hybrid and digital meetings?

Most people know the general meeting as a physical gathering. Small and familiar, such as the annual members’ meeting of the sports club, where the board accounts for the past year over a cup of coffee and a sandwich. Or large and anonymous, such as the annual meeting of a listed public company in a conference center, with a hall full of shareholders, a lectern and a microphone in the aisle.

However different those two gatherings may be, legally they are the same: a meeting at a physical location. With the rise of electronic means of communication, two (2) further variants have been added. Below I set out the three meeting formats.

• Physical meetings are meetings held at one physical location at which all participants are present. The law still assumes this format. The general meeting is held at the place specified in the articles of association or otherwise in the municipality in which the company has its corporate seat (Article 2:226(1) DCC for the BV, Article 2:116(1) DCC for the NV). Please note that this corporate seat under the articles of association may differ from the office address registered with the Chamber of Commerce (Kamer van Koophandel). For convening a physical general meeting, Penrose makes a model convocation letter.
• Hybrid meetings are meetings that take place at a physical location, while persons entitled to attend meetings may in addition participate, speak and vote by electronic means. There is therefore always a physical meeting place, even if only one person (often the managing director or directors) is present there.
• Fully digital meetings are meetings without a physical meeting location. The meeting is accessible exclusively by electronic means. This is the format that the Digital Meetings Act makes possible and that is precisely not permitted under current law (August 2026).

7. Is a fully digital general meeting already permitted (August 2026)?

No. As long as the Digital Meetings Act has not entered into force, the law (Book 2 DCC) assumes a (partly) physical gathering. A meeting that is accessible exclusively by electronic means has no statutory basis under current law (August 2026).

8. What is possible under current law (August 2026)?

The fact that the fully digital meeting is not yet possible at this time (August 2026) does not mean that digital meetings are excluded. The law provides for the possibility of participating in the general meeting by electronic means and of voting electronically (Article 2:227a and Article 2:227b DCC). In practice, use is made of this very regularly. What is possible?

1. Hybrid meetings, provided that the articles of association so provide (Article 2:227a(1) DCC for the BV, Article 2:117a(1) DCC for the NV). It is required that the shareholder can be identified through the electronic means of communication, can take direct note of the proceedings at the meeting and can exercise the voting right (Article 2:227a(2) DCC). Participation in the deliberations is required only if the articles of association so provide. An audio connection or conference call may therefore suffice under current law.

2. Decision-making outside a meeting, provided that all persons entitled to attend meetings have consented to this form of decision-making and that managing directors and supervisory directors have been given the opportunity to render advice beforehand (Article 2:238(1) and (2) DCC). In practice, this is the route most frequently used for the BV, certainly within group structures. It occurs (very) regularly that the shareholders adopt the prepared annual accounts in writing by means of a document (often prepared by the accountant or bookkeeper and usually referred to as “minutes”). Please note that decision-making outside a meeting (that is, without a “formal meeting” taking place) requires the cooperation of all shareholders and that the votes are cast in writing. For this route, Penrose makes a model resolution In view of the statutory requirements for decision-making outside a meeting and the review of compliance with them, I advise against relying (without more) on documentation that has not been drawn up by a (specialized) lawyer.

3. Holding a meeting at a place other than the place designated in the articles of association, provided that all persons entitled to attend meetings have consented to that place and that managing directors and supervisory directors have been able to render advice (Article 2:226(3) DCC).

In practice, the third route is sometimes put forward by lawyers as the basis for the digital meeting. From that perspective, the digital meeting then qualifies as a meeting held “elsewhere than it should be”. Please note that neither the law nor case law offers certainty for that position. I qualify the risk that a resolution adopted at a digital meeting on this basis will be successfully challenged as considerable. If everyone within the company is aligned (in other words: there is no dissenting shareholder), it is advisable to opt for the safe route of decision-making outside a meeting (see route #2 above).

9. What are the consequences if the requirements are not met?

A resolution that is adopted contrary to statutory provisions or provisions of the articles of association governing the adoption of resolutions is voidable (Article 2:15(1)(a) DCC). A resolution that is otherwise contrary to the law or the articles of association is null and void (Article 2:14(1) DCC). A meeting that is held defectively potentially affects the validity of everything resolved at that meeting. This risk increases in the event of internal disputes, for example where votes or interests are opposed.

The practical consequences of defective decision-making can be far-reaching and very regularly lead to uncertainty, including:

1. The civil-law notary may refuse to cooperate in an amendment of the articles of association, a capital reduction, a share transfer or a legal merger, because the underlying shareholders’ resolution is not sound.
2. The management board cannot publish adopted annual accounts by filing them with the trade register.
3. A resolution to dismiss or appoint a managing director that is annulled reopens the dispute over the position on the management board.
4. In a shareholder dispute, a procedural defect is an ideal point of attack for the opposing party.
5. The instructions or approvals of the general meeting lapse, as a result of which the mandate of the management board becomes uncertain.

Please note the forfeiture period. The power to claim annulment of a resolution lapses one (1) year after the end of the day on which either sufficient publicity was given to the resolution, or the interested party became aware of the resolution or was notified of it (Article 2:15(5) DCC).

Did you continue to hold fully digital meetings after 1 February 2023 (the COVID-19 period) in accordance with the Temporary COVID-19 Justice and Security Act? If so, the Digital Meetings Act offers a remedial regime. The general meeting may remove the nullity or voidability of such resolutions, provided that the meeting was held in accordance with the lapsed COVID-19 regime, that all directly interested parties previously regarded the decision-making as valid and that rights already acquired by third parties are respected (Article IV(2) of the Digital Meetings Act). For anyone who adopted annual accounts, dividend resolutions or appointments of managing directors digitally in the intervening years, this is an important opportunity for repair. However, the remedial regime can only be applied after the Digital Meetings Act has entered into force.

10. What changes once the Act on digital general meetings of legal entities under private law enters into force?

The Digital Meetings Act brings four main changes, which I explain below.

1. The fully digital general meeting becomes possible.
2. Stricter requirements apply to participation in the digital general meeting.
3. The digital general meeting may be held as an emergency measure.
4. The convocation for the digital general meeting is modernized.

 

1. The fully digital general meeting becomes possible.

The Digital Meetings Act introduces the possibility of providing in the articles of association that a general meeting is also or exclusively accessible by electronic means (new Article 2:227a(1) DCC for the BV, new Article 2:117a(1) DCC for the non-listed NV). The regime is optional. This means that the legal entity (such as the BV and the NV) decides for itself whether it wishes to make use of it. Without a basis in the articles of association, a fully digital meeting remains impermissible. A separate regime applies to listed companies (new Article 2:117aa DCC).

2. Stricter requirements for digital participation

For both the hybrid and the fully digital meeting, it will apply that the shareholder must be capable of being identified through the electronic means of communication, must be able to exercise the voting right directly and must, through a two-way audiovisual means of communication, be able to take direct note of the proceedings at the meeting and to participate directly in the deliberations (new Article 2:227a(2) DCC). Two-way image and sound therefore become mandatory, and participation in the deliberations is no longer optional. A mere conference call or a one-way webcast will no longer suffice after the transitional period. This is a tightening compared with current law and also affects organizations that already meet in hybrid form today.

3. An emergency measure without a basis in the articles of association

By way of derogation from the general rule, the management board may determine that a general meeting is held that is accessible exclusively by electronic means, if an exceptional circumstance arises as a result of which the continuity of decision-making or the safety and health of the persons entitled to attend meetings is seriously endangered (new Article 2:227a(5) DCC). This must be stated in the convocation. The explanatory memorandum indicates that this is intended for a pandemic, a natural disaster, war, a threat of terrorism or another unexpected calamity. This measure is therefore not an alternative to a basis in the articles of association for regular meetings.

4. Modernization of the convocation

The requirement that the shareholder consents to electronic convocation is abolished. The convocation may be sent to the address of the shareholder known to the company (BV and NV), including an e-mail address (new Article 2:223(2) DCC for the BV, new Article 2:113(4) DCC for the NV). For non-listed NVs, an announcement in a nationally distributed daily newspaper is no longer required. An announcement made public by electronic means that is directly and permanently accessible until the meeting suffices (new Article 2:113(2) DCC). It is also new that the convocation for a wholly or partly digital meeting must state the procedure for participation and for the exercise of the voting right (new Article 2:227a(1) DCC for the BV, new Article 2:114(1) DCC for the NV). It is advisable to state specifically which application will be used, through which link participation takes place, how identification occurs and how votes are cast.

11. When does the Act on digital general meetings of legal entities under private law enter into force?

The Act enters into force on a date to be determined by royal decree, which date may be set differently for different articles or parts thereof (Article VI of the Digital Meetings Act). At the time of writing, August 2026, that royal decree has not yet been published. Entry into force on 1 January 2027 is the most likely scenario. That is not certain: the decree may also designate a later date and may bring the Act into force in phases.

Following entry into force, a transitional regime applies. Until one year after entry into force, the legal entity may hold a general meeting in accordance with the law and the articles of association as they read before entry into force (Article IV(4) of the Digital Meetings Act). Moreover, a provision of the articles of association that refers to a former statutory article, or that reproduces the substance of such an article, is deemed to contain a reference to the new Act, unless this would not be consistent with the purport of that provision (Article IV(3) of the Digital Meetings Act). I do, however, caution clients against relying blindly on this conversion rule. Whether a specific provision of the articles of association permits that interpretation depends on its precise wording.

12. CHECKLIST WITH STEP-BY-STEP PLAN: what do you need to do in order to be able to meet digitally?

Anyone who wishes to be able to meet digitally from the first day after the Digital Meetings Act enters into force can anticipate this now. That requires some preparation. An amendment of the articles of association is based on a resolution of the general meeting, a convocation period applies to that resolution, and the civil-law notary needs time for the deed and for registration in the trade register. Allow for several weeks of lead time, and for more if shareholder relations are sensitive. The step-by-step plan below sets out the checklist that I use in my practice:

1. Determine the meeting model. Is it desirable to be able to meet in hybrid form or fully digitally? If so:
2. Have the articles of association reviewed and amended where necessary. The articles of association of many legal entities do not yet provide, or provide only in part, for digital meetings. Therefore have the articles of association reviewed by a lawyer or a civil-law notary.
3. Prepare the amendment of the articles of association. An amendment of the articles of association requires a notarial deed of amendment. Anyone who wishes to be ready on the date of entry into force can (now) include in the deed a transitional provision that only takes effect once the Act enters into force. Allow for several weeks of lead time for decision-making, the deed and registration.
4. Work out the details in meeting regulations. Digital meetings require a new framework for planning and holding the digital general meeting carefully and in a structured manner. Seek advice from a lawyer in order to work out the details. Recurring subjects are the identification procedure, registration, the manner of voting, measures to maintain order, speaking time, technical failures and the question of what happens if a participant drops out during the vote. Regulations may not deviate from the law or from the articles of association.
5. Select and test the digital platform. Assess whether the intended means of communication supports two-way audiovisual communication, reliable identification and verifiable voting. With larger numbers of participants, a separate voting module is often necessary. Carry out a test session.
6. Update the shareholders’ or members’ register. Ensure that a current e-mail address is available for every person entitled to attend meetings (shareholders, holders of depositary receipts, usufructuaries and pledgees).
7. Adjust the convocation templates. Adjust the templates for convening a general meeting. Include the participation and voting procedure in the convocation as standard. Penrose makes a model convocation letter available for this purpose.
8. Amend the shareholders’ agreement. Are digital meetings becoming the norm? If so, seek advice from a lawyer in order to amend the provisions in the shareholders’ agreement or voting agreement, if any. Consider the provisions on meetings, decision-making (quorum) and attendance that are still written for physical meetings.

13. May recordings or AI transcripts of the digital meeting be made?

In my practice as a lawyer, the question regularly arises whether the chair, the person taking the minutes and/or the other attendees may make audio and/or video recordings and (automated, AI) transcripts of the general meeting. Particularly since the rise of Teams, Zoom and AI minute-takers (notetakers) (such as Microsoft Copilot in Teams, Otter or Fireflies), this question recurs in virtually every governance discussion.

Corporate law does not require a recording of the meeting to be made. Recording a meeting (secretly) may moreover be contrary to the articles of association, to regulations, to the standards of reasonableness and fairness or to the right to privacy, or may (in certain circumstances) even be unlawful and/or a criminal offense.

As a matter of corporate law, the minutes (drawn up by a person) remain the formal record. This means that a recording or an AI transcript is not a substitute for them, partly because automated transcripts regularly contain errors, do not register votes cast visually (such as a show of hands) and confuse speakers. As a matter of criminal law, recording a conversation in which you yourself participate is in principle not a criminal offense. Secretly recording a conversation in which you do not participate is a criminal offense (Articles 139a to 139c of the Dutch Criminal Code (Wetboek van Strafrecht)). As a matter of privacy law, image, sound and transcript are personal data: a legal basis, a specific purpose, a retention period and transparency are required, and a processing agreement is required where an external service is used. Bear in mind, moreover, that a full transcript of a heated meeting may be requested in a later dispute and may present a different picture from carefully drafted minutes.

My practical recommendation: do not record the meeting as a matter of course (and certainly not secretly). Is recording the meeting desirable? If so, announce the recording in good time (preferably in the convocation), expressly request consent at the start of the meeting, record that consent in the minutes and limit its use to the preparation of the minutes. In order to avoid uncertainty, I recommend laying down in the articles of association, the meeting regulations and/or the shareholders’ agreement who is authorized to have a recording made, and on what conditions.

14. Can the lawyer be excluded from the (digital) general meeting?

No. The articles of association may restrict the power of persons entitled to attend meetings to be represented, but the power to be represented by a lawyer cannot be excluded under the law (Article 2:227(5) DCC for the BV, Article 2:117(1) DCC for the NV).

In my practice, this power is of great importance to my clients. As a lawyer, I very regularly attend or chair general meetings on behalf of or together with clients. In particular in shareholder disputes, in the case of dismissal resolutions, in deadlock situations and in the run-up to inquiry proceedings or preliminary relief proceedings.

The presence of a lawyer can ensure that the meeting proceeds in an orderly manner and in accordance with the applicable requirements, that the right questions are asked, that the advisory vote of managing directors and supervisory directors is respected and that positions are correctly recorded in the minutes. If the lawyer is refused access to a (digital) general meeting, or if access is made technically impossible, this affects the validity of the resolutions adopted there.

15. Conclusions (take-aways)

After reading this blog you will know that:

• Until the Digital Meetings Act enters into force, it is not possible to meet fully digitally.
• Until that time, the law (Book 2 DCC) assumes a physical (or hybrid) meeting. Resolutions adopted during a fully digital meeting may be null and void or voidable.
• The Digital Meetings Act introduces the fully digital meeting for the BV, the NV, the association, the cooperative, the mutual insurance society and the owners’ association.
• The Digital Meetings Act is expected to enter into force on 1 January 2027.
• An amendment of the articles of association is not required by law. Without a basis in the articles of association, however, it is not possible for the BV and the NV to meet fully digitally, with the exception of the emergency measure for exceptional circumstances. Anyone who wishes to meet digitally on a structural basis will have to amend the articles of association, the shareholders’ agreement and the internal regulations accordingly.

16. In closing

The Act on digital general meetings of legal entities under private law offers real advantages: lower costs, higher attendance and greater flexibility, in particular where shareholders operate internationally. Those advantages can only be realized if the articles of association, the regulations and the processes are in order. A procedural defect at the general meeting is one of the most common causes of avoidable shareholder disputes.

Penrose advises entrepreneurs, managing directors, supervisory directors and shareholders on the entire route: from the review of the articles of association and the shareholders’ agreement and the choice of meeting model, to arranging the amendment of the provisions in the articles of association and the shareholders’ agreement and drawing up meeting regulations. We can introduce clients to a civil-law notary’s office and guide them in that contact for the implementation of the amendment of the articles of association. We also assist clients at the meeting itself, whether physical, hybrid or digital, and in disputes about the validity of resolutions.

This blog has been updated as at 19 August 2026. At that time, the date of entry into force of the Act on digital general meetings of legal entities under private law had not yet been determined by royal decree. As soon as that date is announced, I will update this blog.