5 February 2021

Online shareholders and members meeting facilitated by new Belgian law

The Covid-19 pandemic has made it particularly difficult to hold the annual shareholders’ and members’ meeting in physical presence. During the first lockdown, the federal government therefore decided to temporarily relax the rules for organizing and holding meetings of the management body and of shareholders via a special Royal Decree Nr. 4.

The law of 20 December 2020 (which entered into force on the date of publication in the Belgian Official Gazette i.e., 24 December 2020) now permanently integrates some relaxations into the CCA.

1. Participation in the annual shareholders’ or members’ meeting via an electronic means of communication

From now on, the managing body of a BV/SRL, NV/SA, limited liability company (CV/SC) and non-profit association (I)VZW/A(I)SBL can offer its shareholders/members the possibility to participate in the annual shareholders’ or members’ meeting via an electronic means of communication without any statutory authorization or regulation. The directors and the statutory auditor, if one has been appointed, can also participate in the general meeting electronically. However, the members of the “bureau” must still be physically present at the place where the annual shareholders’ or members’ meeting is organized.

2. Conditions which the electronic means of communications must satisfy

The law provides that the electronic means of communication must meet at least the following conditions:

  • allow the company or non-profit association (i.e. (I)VZW/A(I)SBL to verify the capacity and the identity of the shareholder or member who uses it;
  • allow the shareholder or member at least to take direct, simultaneous and uninterrupted notice of the discussions at the meeting and, where appropriate, to exercises his or her voting right;
  • allow the shareholder or member to actively participate in the deliberations and ask questions, unless the managing body explains in the notice convening the general meeting why the company or association does not have such an electronic means of communication at its disposal. This last exception, however, is limited in time and will only apply until 30 June 2021.

This means of electronics communication does not necessarily have to be a sophisticated electronic communication tool with access control. Verification of capacity and identity, as well as voting, can take place via video or telephone conferencing tools such as Teams, Zoom, Skype or a similar system.

3. Written decision making

The law now explicitly confirms that the members’ of a (I)VZW/A(I)SBL as was already the case for companies, can take all decisions that belong to the competence of the general members meeting by unanimous written decision, except for amendments to the articles of association.

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