Since the global outbreak of the coronavirus various measures have been taken by the Dutch government. However, many companies experience practical issues under current Dutch corporate law. For example, the coronavirus makes physical gatherings undesirable, as a consequence whereof many annual meetings have been postponed until further notice or convened with the strict request to not physically attend the meeting.
On April 3, 2020, the cabinet of the Dutch government (ministerraad) has therefore approved to send an emergency legislative proposal to the Council of State (Raad van State). This emergency act intents to solve the practical issues caused by the current measures. For example, the emergency act will create the possibility for the board of directors to extend the statutory period to convene the annual meeting and the deadline for preparing the annual accounts.
Additionally, where physical meetings are currently still required, it will be possible to convene a general meeting whereby the shareholders or members follow the meeting through a webcast. The foregoing with due observance that the shareholders or members can submit their questions in advance of the meeting, which questions will be answered at the latest during the meeting. Furthermore, if a member or shareholder has not been able to participate optimally in such a meeting, the decisions taken are still legally valid.
The emergency act also applies to people who, because of the corona measures, cannot appear in person at the notary to sign a notarial deed. Under the emergency act, this deed can – in certain situations – still be drawn up with the aid of audiovisual communication resources.
It is intended to have the emergency act come into force as soon as possible. However, Dutch law requires the act to have the Council of State advise on the act. After that, both the House of Representatives (Tweede Kamer) and the Senate (Eerste Kamer) will have to approve the act. The legislative proposal will become publicly available upon the sending to the House of Representatives, which is expected to be Mid-April.
If you require support in respect of the foregoing, Van Campen Liem is happy to assist. Once we have any further information, we will inform you accordingly.