What changed: digital general meetings
Dutch companies can now hold a general meeting entirely online, in hybrid form or in person, without relying on the temporary pandemic-era rule that made this possible in the first place. That temporary basis has lapsed. The current position rests on provisions inserted into Book 2 of the Dutch Civil Code, under the applicable Dutch rules. Whether a specific company may use it still depends on what its own articles of association say. This page sets out what changed, what stayed the same, and who has to check the constitutional documents before the next meeting is convened.
Why this arises here
Groups with a Dutch holding company frequently have shareholders, directors or supervisory board members based outside the Netherlands. During the temporary regime, a general meeting could be held fully online by force of the temporary law itself, regardless of what the articles said. Once that regime lapsed, the question returned to first principles: does the constitution of this particular Dutch entity permit an online or hybrid meeting, or does it still require physical presence unless amended. For a structure with several Dutch entities, the answer can differ per entity, which is why this is tracked rather than assumed.
The mechanics in short
Before: outside the temporary emergency period, a general meeting could only be held fully electronically if the articles of association expressly allowed it, and even then subject to conditions the board had to set in advance. The temporary law overrode this for a defined period, allowing a fully virtual meeting regardless of the articles, provided shareholders could follow and question the meeting in real time and could vote, with a limited right of adjournment for anyone who genuinely could not connect.
After: with the temporary basis lapsed, the general position under the applicable Dutch rules is now permanent in character, but it is not automatic. A company may hold an electronic general meeting if its articles permit this, or if the board decides to allow it subject to conditions it sets and communicates in the convening notice. Those conditions must guarantee real-time two-way communication, the right to speak and the right to vote. Where the articles are silent or restrictive, the entity still needs a deed amending the articles before it can rely on the permanent basis without attaching case-by-case conditions to each individual meeting.
What to track across a group
For a Dutch holding structure with a foreign parent, this change matters at entity level, not at group level. Each Dutch BV or NV in the structure has its own articles, and the permanent basis for a digital general meeting does not amend those articles on your behalf. A structure report on the entities in a Dutch corporate law and governance chain typically records, for each entity, whether the articles already contain an electronic meeting clause, whether the last general meeting actually used one, and whether a notarial deed remains outstanding. That is the pattern worth tracking across a portfolio: a change in the law that quietly leaves each entity's own constitutional position unresolved until someone checks it directly.
This sits alongside other tracked changes that a group monitoring its Dutch entities should follow together, such as electronic incorporation of a BV and, on the transaction side, purchase price adjustments and the locked-box interest rate. Where the group also holds entities outside the Netherlands, the equivalent position under each local law is often the item missed in a group-wide governance review.
What to check
- The current text of the articles of association, for an electronic or hybrid meeting clause.
- Whether the last convening notice actually set out identification and voting conditions.
- Whether a notarial deed to amend the articles is still outstanding for this particular entity.
- The position for entities outside the Netherlands in the same group: the current Dutch rules do not extend abroad.
Before and after, at a glance
| Aspect | Before (temporary regime) | Current position |
|---|---|---|
| Legal basis | Temporary emergency legislation, now lapsed | Permanent provisions in Book 2 BW, under the applicable Dutch rules |
| Trigger | Applied regardless of the articles during the emergency period | Available only if the articles permit it, or the board decides subject to conditions |
| Right to speak and vote | Guaranteed directly by the temporary law | Must be secured by the conditions the board sets for that meeting |
| Notarial deed | Not required, the temporary law overrode the articles | Required only where the articles do not yet contain an electronic meeting clause |
| Duration | Time-limited, now lapsed | No sunset clause stated under the applicable rules |
What this does not cover
- Does not cover meetings of a works council or a supervisory board held separately.
- Does not cover the notarial process of amending the articles of association itself.
- Does not confirm a specific effective date for the change; check the current position before you rely on it.
- Does not cover a dispute over meeting validity brought before a Dutch court, which follows separate procedural rules.
- Does not cover listed companies, which carry additional exchange conditions.
Questions
Does a Dutch BV need to amend its articles before holding a fully online general meeting?
Only if the articles do not already permit it or leave the board room to set conditions. Where they are silent or restrictive, a deed amending the articles is needed before the entity can rely on the current basis without a case-by-case arrangement for each meeting.
What happened to the temporary rule that allowed fully virtual meetings during the pandemic period?
It lapsed at the end of its stated period and no longer applies. The current position rests on the permanent provisions described above, under the applicable Dutch rules, and is not automatic for every company.
Eva Kuipers, governance and the Enterprise Chamber. Eva works on changes to meeting, voting and reporting procedure inside Dutch corporate groups.
For a wider check across a group, a structure report records the constitutional position, including the meeting clause, for each entity in the chain. Where a group also holds entities such as those covered in directors and officers records for a Belgian structure, the same check applies entity by entity, not once for the whole group. Where a change in board instructions has already caused harm rather than a procedural gap, see a parent instructing a decision that harmed creditors. This page sits within our broader corporate service hub.
Last legal review: 2026-09-15