Green light for digital-only general meetings in the Netherlands

On 2 June 2026, the Dutch Senate adopted the Digital General Meeting Bill, which allows Dutch companies and associations to hold general meetings accessible only by electronic means (digital-only general meetings). When the bill becomes law, there will be three general meeting formats in Dutch company law: digital-only, in person-only and hybrid, accessible both in person and electronically.

Key elements of the bill

The Digital General Meeting Bill applies to all BVs, NVs, associations, mutual insurance associations, cooperatives, SEs (European companies) and SCEs (European cooperative societies) with a corporate seat in the Netherlands. It allows a digital-only general meeting if the following conditions are met:

• 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 bill also aligns hybrid-meeting requirements with digital-only requirements. This means that hybrid meeting participants must be able to directly take part in the meeting via a two-way audio-visual means of communication (while existing legislation does not require this).

For listed companies, additional provisions apply (see below).

Parliamentary proceedings in the Senate

In December 2025, the bill was passed by the Dutch House of Representatives. We covered this in a previous article, examining the key provisions of the bill.

During the Senate process, the Standing Committee on Justice and Security submitted questions to the government in two rounds. The questions – raised primarily by the CDA parliamentary group and supported by BBB and JA21 – focused on the practical consequences of an amendment adopted by the House of Representatives restricting the option of holding digital-only general meetings at Dutch listed companies. There were ambiguities in the bill for listed companies that had already amended their articles of association in anticipation of the new law taking effect.

In its response to these questions, the government clarified two points of specific relevance to these companies:

• Existing articles of association, protocols and regulations remain valid to the extent they are not inconsistent with the new law.
• If listed companies do not specify (in the articles of association or a protocol) under what circumstances digital-only general meetings can be held, any resolutions adopted at a digital-only meeting are voidable.

Key rules for Dutch listed companies

When the bill becomes law, listed Dutch NVs, BVs, as well as listed SEs with a corporate seat in the Netherlands, will be able to hold:

1. annual general meetings (AGMs), where the annual accounts are adopted, in an in-person or hybrid format;
2. other general meetings (extraordinary general meetings, EGMs) in an in-person, hybrid or digital-only format, with digital-only meetings only being permitted if:
   • the articles of association include this option;
   • the articles of association or a protocol specify the circumstances in which a digital-only general meeting can be held; and
   • where a protocol is used, these circumstances must be included in the notice of the meeting where the agenda includes the proposed amendment to the articles of association;
3. any general meetings (including AGMs) in digital-only format in exceptional circumstances, even if the above requirements are not met.

Exceptional circumstances

The exceptional circumstances mentioned in the last bullet point are limited to those that pose a 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. Examples are a pandemic, natural disaster, armed conflict, terrorism threat or other unforeseeable calamity. In such instances, the company's board may decide to hold a digital-only general meeting. The board must include this decision in the notice convening the meeting. During the Senate proceedings, the government clarified that the circumstances do not need to affect the whole or a certain part of the country – they may also relate to a specific company. As an example, the government mentioned a credible threat of violent disruption of the general meeting, where orderly decision-making and the safety of shareholders are at risk.

Due to an oversight, the emergency provision to hold digital-only meetings in exceptional circumstances does not apply to cooperatives and mutual insurance associations. The cross-reference provision applicable to these legal entities was not updated following the adoption of the relevant amendment adding the emergency provision to the bill.

Evaluation

The new law will be evaluated five years after its entry into force. During the Senate process, the government confirmed that it saw no reason to bring forward this evaluation, as a shorter period would risk collecting too few practical findings. The government will monitor whether developments in practice give cause for an earlier review.

What the new law means in practice

Privately held companies

• Non-listed BVs, NVs, cooperatives, mutual insurance associations, SEs and SCEs can amend their articles of association to include the option of holding digital-only general meetings. For associations, such an amendment is not required but remains optional.
• Under the new law, hybrid meeting participants must be able to directly take part in the meeting via two-way audio-visual means of communication (while existing legislation does not require this).

Listed companies

• Listed companies can amend their articles of association to enable digital-only EGMs and to specify the circumstances under which these meetings may be held.
• If the articles of association already include the option for a digital-only general meeting, but do not include the required specification of circumstances (and neither does a protocol), a new general meeting will be required to comply with the new law.
• Under the new law, hybrid meeting participants must be able to directly take part in the meeting via two-way audio-visual means of communication (while existing legislation does not require this).

Next steps

For now, it is unclear when the Digital General Meeting Bill will enter into force. Dutch law has two standard dates on which legislation enters into force: 1 January and 1 July. We will keep you informed of new developments.