Dutch BVs and NVs will soon be permitted to hold their annual general meeting entirely online. The Wet digitale algemene vergadering privaatrechtelijke rechtspersonen, adopted unanimously by the Dutch House of Representatives in December 2025 and passed by the Senate on 2 June 2026, amends Book 2 of the Dutch Civil Code to allow a fully virtual general meeting in the Netherlands for the first time since the temporary COVID-19 legislation lapsed. Entry into force is expected on 1 January 2027. For boards, the question is not whether to read the Act, but what to change before it applies.
What the Digital General Meeting Act changes
Under current law, a general meeting must have a physical location; shareholders may at most participate electronically alongside those in the room. The new Act adds a third format. Once it enters into force, a meeting can be held physically, as a hybrid meeting, or as a fully virtual general meeting with no physical venue at all.
The regime is optional. No company is obliged to meet digitally, and the legislature has attached conditions designed to make a digital meeting the functional equivalent of a physical one. Participants must be able to follow the meeting through a two-way audiovisual connection, take part in the deliberations, put questions to the board, and exercise their voting rights. A conference call without video will no longer suffice.
A virtual general meeting requires a statutory basis
This is the point on which most Dutch companies are not yet ready. A fully virtual general meeting is only permitted if the articles of association expressly provide for it, which for nearly every BV and NV means a notarial amendment first. The amendment itself requires no qualified majority, but the resolution to amend must be adopted in a meeting held under the existing rules.
The articles also determine who controls the format. They can leave the choice between physical, hybrid and virtual to the board, make it subject to authorisation by the general meeting, or exclude the virtual route for specific resolutions. Boards of companies with minority shareholders should weigh that design carefully: a defectively convened or poorly run digital meeting produces voidable resolutions, and in escalated disputes it can feed directly into Enterprise Chamber proceedings.
One transitional feature deserves attention. Existing statutory clauses that permit electronic participation will, after entry into force, be read as referring to the new regime. A company whose articles already facilitate hybrid meetings may therefore find that they are deemed to permit fully virtual ones as well. Boards that do not want that outcome should amend their articles rather than rely on silence.
Convening notices go digital
The Act also simplifies how meetings are called. Non-listed NVs no longer need to publish the convening notice in a national newspaper; a digital notice, or an announcement on the company’s website that remains directly and permanently accessible until the meeting, is sufficient. For every legal entity, the notice for a hybrid or virtual meeting must state how shareholders can participate digitally and how they can vote, including which meeting application will be used. That information duty already applied to listed NVs and now becomes general.
Transitional rules and the repair scheme
Companies get a year after entry into force in which meeting under the current rules remains valid, which gives boards until early 2028 to align their articles and internal procedures. The Act additionally contains a repair scheme for legal entities that continued holding fully virtual meetings after the temporary COVID-19 legislation expired on 1 February 2023: the resulting nullity or voidability of resolutions adopted in those meetings can, under conditions, be cured. Any group that meets digitally on the strength of old pandemic practice should verify whether its resolutions need this repair.
What boards should do before 2027
The practical sequence is short. Decide which meeting formats the company actually wants, and for which resolutions. Have the articles amended accordingly through notary services in the Netherlands, ideally alongside any other pending amendments to avoid a second deed. Review the convening templates against the new information requirements, and test whether the intended meeting platform meets the audiovisual and voting standards. The full parliamentary file is available in the Senate dossier on Act 36489.
WVT’s corporate lawyers in the Netherlands advise boards and in-house counsel on the statutory amendments, meeting procedures and governance design the new Act calls for. Companies planning a 2027 AGM in digital form should start the statutory work in the autumn of 2026; notarial calendars fill quickly around year-end.
Frequently asked questions
When does the Digital General Meeting Act enter into force?
The Act was published in the Dutch Staatsblad on 30 June 2026 and enters into force on a date set by royal decree. Given the fixed commencement dates used in Dutch legislation, 1 January 2027 is the most likely date. A one-year transitional period then allows companies to continue meeting under the current rules while they amend their articles.
Do we need to amend our articles of association?
For a fully virtual general meeting, an express basis in the articles of association is required, so most BVs and NVs will need a notarial amendment. Hybrid meetings and digital convening do not require one. Note that existing clauses permitting electronic participation may be deemed to cover fully virtual meetings after entry into force, so companies wishing to exclude that should amend as well.
What are the requirements for a fully virtual general meeting in the Netherlands?
Participants must be able to follow the meeting via a two-way audiovisual connection, join the deliberations, ask questions and vote, so the digital meeting mirrors a physical one as closely as possible. The convening notice must explain the participation and voting procedure, including the application used. Audio-only formats such as conference calls will not meet the standard once the transitional year ends.
What about virtual meetings held after February 2023?
Resolutions adopted in fully virtual meetings held after the temporary COVID-19 legislation lapsed on 1 February 2023 are in principle null or voidable, because no legal basis existed. The Act introduces a repair scheme under which this defect can be cured for meetings that followed the former pandemic rules. Boards in this position should inventory the affected resolutions before relying on them.
