Covid-19 | Extension of temporal scope of Royal Decree on flexible regime for general meetings and board meetings

• 30/04/2020
• Articles

On 28 April 2020, the Belgian Federal Government extended the applicability of the special regime allowing legal entities to organise general meetings and board of directors’ meetings in more flexible ways until 30 June 2020 (instead of 3 May 2020).

Earlier this month, on 9 April 2020, the Belgian Federal Government had adopted a royal decree granting more flexibility to (i) all legal entities governed by the Belgian Companies and Associations’ Code (companies and associations), (ii) all legal entities that acquired legal personality through a specific law and (iii) contractual Institutions for Collective Investment to organise general meetings and board of directors’ meetings (the Decree) in compliance with the confinement measures.

The Decree allows legal entities to organise the general meeting behind closed doors with a remote voting procedure and/or voting procedure by proxy or to postpone the meeting. In addition, the board of directors’ meetings may also be held by telephone or video conference or decisions may be adopted by unanimous written resolutions. The Decree was initially applicable to meetings that should have been held or are to be held between 1 March 2020 and 3 May 2020, or in relation to which the convocation notice was or is to be sent or published between those dates.

The temporal scope of this flexible regime has now been extended and applies to general meetings and board of directors’ meetings that should have been held or are to be held, or have been or should be convened, between 1 March 2020 and 30 June 2020. 

The extension will, however, not affect the already extended deadlines in relation to the adoption of the annual board report and the approval and filing of the annual accounts. Pursuant to the Decree, the annual general meeting may be postponed for up to ten weeks as from the statutory deadline. This means that legal entities whose financial year ended on 31 December 2019 may postpone the approval of the annual accounts until 8 September 2020 and must file the approved annual accounts with the National Bank of Belgium by 8 October 2020 at the latest.

More information on the flexible regime for general meetings and board meetings can be found in our memorandum of 10 April 2020.  We also have a dedicated Covid-19 section on our website.