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How can I organize the general meeting in times of social distancing?

Thursday 26/03/2020
Algemene vergadering met social distancing

Can the general meeting be postponed?

The general meeting may decide on its own initiative or at the request of the management body to postpone the approval of the annual accounts, for example, until a date to be determined. A prior decision of the general meeting to postpone is therefore still required. The general meeting is free to determine the period within which the new general meeting must be held.

Attention: the annual accounts still have to be submitted to the general meeting for approval within six months after the closing date of the financial year and must be filed at the latest by the end of the seventh month after the date following the closing of the financial year.

Can the general meeting be held in written form?

As far as public limited companies, private limited companies and cooperative companiess are concerned, the CAC stipulates that the shareholders can take all decisions that fall within the competence of the general meeting in writing, with the exception of those that must be drawn up by authentic deed. The formalities for convening a meeting do not have to be complied with. However, written resolutions can only be adopted if all shareholders agree to the procedure and then unanimously approve the present transaction. If the articles of association provide for this possibility, proxies may be used.

No clause is required in the articles of association allowing the general meeting to be held in writing. Both the annual and other general meetings can be held in written form as long as the intervention of a notary is not required.

This possibility can be used by public limited companies, private limited companies and cooperative companies on condition that this possibility is not excluded or limited in the articles of association.

What requirements must the minutes meet?

Since the law requires all shareholders to agree to the decision of the written general meeting, in practice a written record will be required with the signature of all shareholders or, where appropriate, the proxies. This signature can be given in electronic form. However, it is recommended to make use of the so-called "qualified electronic signature" which is equivalent to the handwritten signature. Think, for example, of a signature placed with an electronic identity card or the itsme app.

Can the general meeting be held using an electronic means of communication?

The general meeting of public limited companies, private limited companies and cooperative companies can also be held by communication made available by the company such as Skype, Teams ... In order to be able to make use of this possibility, the articles of association of the company must provide this.

Is it possible for the administrative body to make decisions in writing?

The decisions of the private limited companies collegiate administrative body, the limited partnership and the decisions of the public limited companies Board of Directors can also be taken by written consent, with the exception of decisions for which the articles of association exclude this possibility. Here again, written resolutions are only possible if all directors agree to the procedure and then unanimously approve the present transaction. Proxies can also be used if the articles of association so provide. The minutes of the managing body must meet the same requirements as those of the general meeting in written form.

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Bert Lutin
Bert Lutin
Partner Tax & Legal Services