General meeting: relaxed rules integrated in the Companies and Associations Code
04 January 2021
The COVID 19 pandemic and the consecutive drastic limitation of contacts between individuals has made holding general meetings more challenging. During the first lockdown, the federal government temporarily relaxed the rules on the organisation and holding of general or board meetings through a special royal decree (also read Delay in the preparation and approval of the annual accounts).
The Act of 20 December 2020 (which entered into force on 24 December 2020) now definitively integrates some relaxations into the Belgian Companies and Associations Code.
Participation in general meetings through an electronic means of communication
As of now, the management body of bv/srl, cv/csa and nv/sa (companies) and (i)vzw/a(i)sbl (I)VZW/A(I)SBL (non-profit organisations) can offer their security holders/members, the members of the management bod(ies) and the statutory auditor(s), if any, the possibility to participate in the general meeting through an electronic means of communication, without any authorisation in the articles of association being required. However, the officers of the meeting still need to be physically present at the place where the general meeting is organised.
The means of communication used must:
- Allow the company/association to verify the capacity and identity of the security holders/members using it;
- Enable the security holder/member to directly, simultaneously and continuously listen to the discussions in the meeting and, if they have a voting right, to exercise this right;
- Allow the security holder/members to actively participate in the discussions and to ask questions. However, until 30 June 2021 an exception applies if the management body justifies in the notice of the meeting why the company/association does not have such a means of communication.
This means of communication, however, must not necessarily be a sophisticated electronic means of communication with access control. The control of the quality and identity, as well as the casting of the votes can be done via video or telephone conferences tools such as Teams, Zoom, Skype or a similar system.
The legislator now explicitly confirms that all members of an (i)vzw/a(i)sbl, as was already the case for the bv/srl, cv/csa and nv/sa, can take, by unanimous written decision, all decisions which fall within the competence of the general meeting, with the exception of modifications to the articles of association.