Dutch House of Representatives adopts bill on digital general meeting

This bill, which was adopted by the House of Representatives on 16 December 2025, facilitates the fully digital general meeting for NVs, BVs, associations, cooperatives and mutual insurance companies, in addition to the already existing possibility of a partially digital (hybrid) general meeting.

The bill contains three main issues: (1) the introduction of an optional arrangement for the holding of a fully digital general meeting (virtual only), (2) the imposition of (further) conditions for the holding of hybrid and fully digital general meetings, and (3) the amendment of the rules for convening the general meeting.

One of the basic principles of the bill is that the digital general meeting reflects the physical meeting as much as possible and that a digital meeting must meet the same or materially equivalent preconditions as a physical meeting. This means that members and shareholders must be able to participate fully in the digital meeting, so that they can follow the deliberations, speak and exercise their voting rights via video and audio.

For virtual-only meetings of NVs, BVs, cooperatives and mutual insurance companies, the articles of association must contain appropriate wording to allow for a general meeting to be held virtual only. For listed NVs and BVs, the restriction applies that the meeting in which the adoption of the annual accounts is discussed (usually the annual general meeting) cannot take place virtual-only (but a hybrid meeting is allowed). Associations (verenigingen) are not required to provide for a virtual-only meeting in the articles of association, but an authorisation for the board by the general meeting of members is sufficient for this purpose.

Even without a provision in the articles of association, a virtual only general meeting can be held based on the bill if there are 'exceptional circumstances' that seriously endanger the continuity of the decision-making by the general meeting, or the safety and health of those entitled to attend the general meeting.

Click here for the parliamentary documents.