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New rules on remote participation and voting at shareholders’ meeting

  • 06/01/2021
  • News

On 20 December 2020, the Belgian Parliament adopted a series of measures intended at facilitating remote participation and voting of the shareholders or members of limited liability companies (SA/NV), private limited liability companies (SRL/BV), cooperative companies (SC/CV) and (international) non-profit associations (A(I)SBL/(I)VZW).

In summary, the new rules provide that (i) an express authorisation in the articles of association to organise virtual meetings is no longer required and the decision is at the discretion of the management body and (ii) (international) non-profit associations can, in some circumstances, adopt written shareholders’ resolutions. Important to note is that even if a virtual meeting is organised by the company or non-profit association, a physical meeting must still be held simultaneously. A company or a non-profit association can, therefore, not force its shareholders to attend the meeting virtually.

Several conditions must, however, be met for the company or non-profit association to be able to validly organise a virtual shareholders’ meeting: (i) the company must be able to clearly verify the identity and capacity of the shareholders, (ii) the convening notice must contain a clear and precise description of the procedure to participate in the meeting, (iii) members of the bureau must attend the physical meeting which is organised simultaneously to the virtual one and (iv) the means of communication used by the shareholders to participate in the meeting must allow them to directly, simultaneously and without interruption follow the debates, exercises their voting rights and ask questions during the meeting. This last requirement will, however, only be applicable as from 30 June 2021, in order to give companies sufficient time to adapt.

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