Digital General Meeting for Private Law Legal Entities Act adopted

On 16 December 2025, the House of Representatives of the Netherlands adopted the Digital General Meeting for Private Law Legal Entities Act. This Act makes it possible to hold general meetings entirely digitally. What does this mean for directors and shareholders of private limited companies, public limited companies and other legal entities?

The current legal options for general meetings

Many organisations have gained experience with digital meetings during the coronavirus pandemic. However, there is no permanent legal basis for continuing this practice. Current law is based on the physical general meeting. Digital participation is only possible to a limited extent, namely in the form of a hybrid meeting, and only if the articles of association provide for this. The adopted Digital General Meeting for Private Law Legal Entities Act, which still has to be debated by the Dutch Senate, makes fully digital general meetings possible.

Fully digital general meetings: what will change with the new law

Digital meetings will be permitted under the new law, but only under clear conditions that guarantee the control, transparency and participation of members and shareholders. Legal entities will be allowed the option of a fully digital general meeting. This option applies to private limited companies, public limited companies, cooperatives, mutual insurance associations and associations.

There is an important restriction for listed companies. The general meeting at which the annual accounts are adopted cannot be held exclusively digitally, but must always be held in physical or hybrid form. The aim of this is to guarantee the accountability and deliberative function of the annual meeting. For extraordinary general meetings, fully digital meetings are possible, provided this is stipulated in the articles of association.

The legal conditions for fully digital general meetings

A basic principle of the law is that digital meetings can only take place if there is sufficient support for this within the organisation. How that support is organised differs per legal form.

For private limited companies, public limited companies and cooperatives, the possibility of fully digital meetings must be laid down in the articles of association. The articles of association may, for example, determine:

• who decides on the form of the meeting,
• whether prior approval by the general meeting is required, and
• whether certain decisions are excluded from digital processing.

In addition to the provisions in the articles of association, the law provides for emergency powers for the boards of (listed) companies. In exceptional circumstances, such as a pandemic, natural disaster, war or other unexpected calamity, the board may also decide, without a statutory basis, to hold a general meeting exclusively digitally if the continuity of decision-making or the safety and health of those entitled to attend the meeting would otherwise be seriously jeopardised. In that case, this must be stated in the notice of meeting. The legal safeguards for identification, voting rights and two-way audiovisual participation remain fully applicable.

For associations, the legislator has deliberately opted for an easier arrangement. No amendment to the articles of association is required. The general meeting of members may authorise the board to hold digital or hybrid meetings. This takes into account the often informal nature and limited resources of these organisations.

For owners’ associations (Vereniging van Eigenaars; VvE’s), an additional regulation applies that differs from the other associations. If members representing at least a quarter of the votes submit a written request to that effect, the completely digital meeting must also be made physically accessible.

Conditions for digital participation

The law makes it clear that a digital meeting must be equivalent to a physical meeting. This means that participants must not only be able to follow the meeting live, but also be able to participate actively. The law therefore requires that digital participants:

• be able to follow the meeting with image and sound
• be able to speak themselves with image and sound
• be able to vote live
• be able to be identified digitally.

A one-sided live stream without the possibility of participation or voting is therefore insufficient. These rules apply not only to fully digital meetings, but also to digital participation in hybrid meetings.

Attention to digital skills

The legislator recognises that not every participant has the same level of digital literacy. This can lead to practical difficulties, particularly in associations and owners’ associations. Boards must therefore, on the basis of reasonableness and fairness, take into account members who have difficulty participating digitally. In practice, this means that the invitation to the meeting must provide additional explanation about digital participation, that support must be offered where necessary in the use of digital means, and that members must be given the opportunity to participate digitally together.

Simpler and more modern convening of meetings

In addition to the right to convene general meetings, the rules for convening these are also being modernised. Instead of the mandatory publication of the notice of a meeting of shareholders of a public limited company in a national newspaper, the company may also opt for electronic convening via its website.

The requirement that members or shareholders must first agree to electronic convocation is also being abolished. However, the convocation must now clearly state how to participate and vote digitally and which means of communication will be used for this purpose. These changes significantly reduce the regulatory burden and are more in line with current practice.

Transitional law and entry into force

The law contains transitional law to ensure a smooth transition to the new regime for digital meetings and to avoid unnecessary compliance costs. Notices issued before the law came into force remain valid if they met the legal requirements at the time.

As the requirements for hybrid meetings are being tightened by the obligation to use two-way audiovisual communication, there will also be a transitional period of one year after entry into force during which legal entities can still meet according to the current rules.

Furthermore, existing statutory references will automatically be carried over to the new legal provisions, so that articles of association do not need to be amended solely for formal reasons. For associations and owners’ associations, existing statutory conditions for hybrid meetings will in principle also apply to fully digital meetings.

Finally, the transitional law provides for the possibility of ratifying decisions that, in the unlikely event, are still taken in accordance with the temporary coronavirus legislation after it has expired.

What does this mean for your organisation?

The new law offers organisations more flexibility, but also requires careful choices. Those who wish to hold digital meetings must consider the legal and practical arrangements and the safeguards for participation and decision-making.

In many cases, it will be necessary to review articles of association, regulations and internal procedures. It is precisely here that disputes about the validity of decisions often arise in practice.

Corporate law lawyer

Would you like to know if and how your organisation can make use of the new possibilities for digital meetings? Do you have questions about amendments to articles of association, convening procedures or the legal validity of decisions? Our solicitors regularly advise and litigate on corporate law, association law and governance. Please contact us for practical legal advice: