On June 2, 2026, the Senate approved the Digital General Meeting Act. This Act enables legal entities to organize general meetings digitally or in a hybrid format on a permanent basis. This marks an important step toward modernizing corporate and association law and further digitizing decision-making.
What does the bill entail?
The core of the law is that legal entities—such as private limited companies (BVs), public limited companies (NVs), associations, and cooperatives—will be able to hold their general meetings entirely digitally or in a hybrid format (partly in person, partly online).
In practical terms, this means:
- The general meeting or members’ meeting may be conducted entirely via electronic means of communication
- Shareholders or members can participate, speak, and vote remotely
- The meeting can also be organized in a hybrid format
However, this is subject to the condition that the digital setup meets specific legal requirements. For example, it must be ensured that participants:
- can be adequately identified
- can actually exercise their voting rights
- be able to follow the meeting in real time
- may participate via a two-way audiovisual communication medium (such as videoconferencing)
- can effectively exercise their meeting rights, such as asking questions
These requirements apply to both fully digital and hybrid meetings and are essential for the legal validity of decision-making.
In addition, the articles of incorporation may set forth additional conditions for the use of electronic means of communication, provided that these conditions are reasonable and necessary for the identification of the shareholder and the reliability and security of the communication. This enables the legal entity to periodically assess for itself which software will be used and which identification and security measures are necessary. For example, the articles of incorporation may also establish rules regarding the presence of a quorum (such as at the start of the general meeting or for each individual resolution put to a vote).
Consent and Incorporation into the Articles of Association
A fully digital general meeting is not automatically possible. Members or shareholders must consent to it, and there must be sufficient support for it.
The following applies to various legal entities:
- For public limited companies (NV), private limited companies (BV), cooperatives, and mutual insurance companies, the articles of incorporation must provide for the possibility of holding meetings entirely online (in practice, this usually requires an amendment to the articles of incorporation).
- The majority required for such an amendment to the articles of incorporation is specified by law and the articles of incorporation and may vary depending on the legal form of the entity
For associations, a more accessible regulation applies:
- An amendment to the articles of incorporation is not required
- The general meeting of members may authorize the board to hold a meeting entirely online
This prevents associations from facing unnecessary costs and complex amendments to their bylaws.
For publicly traded companies, the annual general meeting may not be held entirely digitally; it must be held in person or in a hybrid format. For other meetings, a fully digital format may be possible under certain conditions. A different rule applies to homeowners’ associations (VvE’s), under which fully digital meetings are permitted, but additional safeguards are required to protect members.
Furthermore, it is noted that when organizing a general (members’) meeting, consideration must be given to members or shareholders who are less digitally savvy. In practice—particularly in the case of associations—this may be a reason to organize the meeting in person as well.
Notice and Procedural Framework
The Act sets requirements not only for the meeting itself, but also for how it is prepared and announced.
The notice convening a digital or hybrid meeting must include, at a minimum:
- The conditions for the use of electronic means of communication
- The procedure for participating in the meeting
- the manner in which voting rights may be exercised
The aim is to ensure that participants have clarity in advance regarding their participation and rights.
Electronic Notice ofMeeting
The rules governing the notice of meeting are also being modernized and partially harmonized:
- For public limited companies (nv) and private limited companies (bv), notices of meetings may be sent electronically via an individual message
- For publicly traded companies, notices of meetings may still be issued via the website, in accordance with current law
- For associations, electronic notices of meetings are permitted, provided that the member consents and an email address provided by the member is used, unless the articles of association stipulate otherwise.
- For cooperatives and mutual insurance companies, electronic notice of a meeting via individual message is permitted, unless the articles of incorporation provide otherwise.
This increased flexibility aligns with the digitization of meeting practices.
From a Temporary Emergency Measure to a Permanent Regulation
During the COVID-19 pandemic, the Temporary COVID-19 Justice and Security Act already provided for the possibility of holding general meetings digitally. The new law makes this possibility permanent. The emphasis is on:
- Statutory and organizational safeguards
- Clear procedural requirements
- Safeguards for the rights of members and shareholders
This makes digital decision-making a fully-fledged alternative to in-person meetings.
Effective Date and Impact
The Act is expected to take effect in the course of 2026. From that point on, legal entities will be able to make regular use of digital meeting facilities, provided they comply with the statutory and articles-of-association requirements. Legal entities must determine the technical and procedural details of the digital notice of meeting and the meeting itself.
What does this mean for your organization?
For directors and organizations, this development means, among other things:
- Reviewing Articles of Incorporation: Is an amendment to the articles of incorporation required, and what majority is needed?
- Defining the Process Structure: How Will Participation, Identification, and Voting Be Organized?
- Amending the Notice of Meeting: Are All Required Information and Procedures Clearly Communicated?
- Inventory of email addresses: Does the board have all the email addresses of those entitled to attend meetings?
- Assessing IT systems: Do the systems in use meet the legal requirements and the necessary technical and organizational measures?
- Updating Privacy Records and Policies
For members and shareholders, the act means greater flexibility and accessibility, while preserving their rights in the decision-making process.
In conclusion,
The Digital General Meeting Act marks a significant step toward modernization in corporate and association law. It makes digital and hybrid meetings structurally possible, provided that adequate safeguards are in place.
For many organizations, now is the time to critically review their articles of incorporation, notice procedures, and meeting practices and to make them future-proof.
Do you have questions about how this law will affect your organization or about its implementation? We’d be happy to help you figure it out, including from an IT perspective. Please feel free to contact your account manager or call our general phone number at 040 – 2 504 504.