The Dutch lower house has adopted the Digital General Meeting Bill nearly two years after it was submitted. The adopted version incorporates an amendment tabled by D66 and GroenLinks-PvdA that prevents listed companies from holding their annual general meetings (AGMs) in a digital-only format. The bill will now be submitted to the upper house for adoption.

In our earlier article, we outlined the concerns raised about the amendment. To exclude listed companies from holding digital-only AGMs runs contrary to the bill's original rationale. It may also have a negative impact on investment in the Netherlands, especially as surrounding EU countries and the US do allow listed companies to hold general meetings in a digital-only format.

In-person or hybrid AGMs for listed companies

During the lower house discussions about the bill, the proposed arrangement permitting listed companies to conduct digital-only general meetings received considerable pushback from corporate governance forum Eumedion and investor action group VEB. Their principal concern was that board members could not be fully held accountable at an online meeting - a stance adopted since the temporary introduction of digital-only general meetings during the COVID-19 pandemic. Acknowledging that companies were operating under extraordinary circumstances during the pandemic, Eumedion and the VEB believe that in normal times, an in-person or hybrid AGM for listed companies best achieves the accountability and discussion purposes of these meetings.

Amendments to the bill were adopted on 9 December 2025 despite the responsible state secretary advising against the amendment that restricted the digital-only option for listed companies. The bill was passed in the lower house on 16 December 2025.

All Dutch companies and associations – new rules

In general, the bill provides a permanent legal basis for Dutch companies and associations to hold general meetings accessible only by electronic means (digital-only general meetings). If passed, this general meeting format will be available in addition to the two existing ones: in-person only meetings, and hybrid meetings accessible both in person and electronically.

The bill applies to all BVs, NVs, associations, owners associations and mutual insurance associations, cooperatives, SEs (European companies) and SCEs (European Cooperative Societies) with a corporate seat in the Netherlands.

The requirements for holding digital-only general meetings according to the bill are:

• Except for associations, the articles of association must provide for this option.
• The notice of the meeting must state the procedure for participating electronically in the meeting.
• Electronic voting at the meeting must be made possible.
• Participants must be able to directly participate in the meeting via two-way audio-visual format.
• It must be possible to identify participants via that format.

The requirements for hybrid meetings will be aligned with these digital-only requirements, so hybrid-meeting participants must be able to take part in the meeting directly via two-way audio-visual means.

Listed companies – stricter requirements

Stricter requirements apply to Dutch NVs and BVs, as well as to SEs with a corporate seat in the Netherlands, with shares or depositary receipts listed on a regulated market within the EU, or a comparable market outside the EU:

• General meetings where the annual financial statements are adopted (AGMs) must be in an in-person or hybrid format.
• Any other general meetings (EGMs) can be held in a digital-only format, provided that:

(i) the articles of association include this option;
(ii) the articles of association or a protocol specify the circumstances in which a digital-only general meeting can be held;
(iii) in the event of a protocol, these circumstances must be included in the notice of the meeting where the proposed amendment to the articles of association – incorporating the provision for holding digital-only meetings – is included as an agenda item.

Digital-only meeting in exceptional circumstances

The bill also provides that NVs, BVs and SEs with corporate seat in the Netherlands may hold digital-only general meetings, including AGMs, in exceptional circumstances, even when the above requirements are not met. Such exceptional circumstances are restricted to those that pose a serious risk to the continuity of the general meeting's decision-making or to the safety and health of those who have a right to attend the meeting, such as a pandemic, natural disaster, armed conflict, terrorism threat or other unforeseeable calamity.

In such instances, the company's board may decide that a general meeting may be held in a digital-only format, even where this is not provided for in the articles of association or the protocol. When doing so, the board must include this decision in the notice convening the meeting (that is, this cannot take place at a later stage).

What's next

The bill will now proceed to the upper house, which may only adopt or reject it in its current form and cannot propose amendments.

For non-listed companies

Non-listed BVs, NVs, cooperatives, mutual insurance associations, SEs and SCEs wishing to take advantage of the digital-only meeting option should consider amending their articles of association to provide for this possibility. Companies that amend their articles before the bill enters into force will be able to hold digital-only general meetings once the law takes effect. We recommend including clear provisions on the procedural requirements for such meetings to ensure compliance with the future framework.

For listed companies

Listed companies will continue to be required to hold their AGMs in and in-person or hybrid format, unless exceptional circumstances apply. However, listed companies may wish to prepare for holding digital-only EGMs by proposing an amendment to their articles of association to provide for that option and by developing a protocol specifying the circumstances in which digital-only EGMs may be held.

We will continue to monitor the bill's progress through the upper house and provide updates on its adoption and entry into force.