The Netherlands has adopted the “Act on Digital General Meetings of Private Legal Entities”, introducing a permanent legal framework allowing Dutch private legal entities to hold fully digital general meetings. The legislation was adopted in December 2025 and is expected to enter into force during 2026. The new framework follows the temporary emergency measures introduced during the COVID-19 pandemic and reflects increasing market demand for permanent digital meeting solutions.

Key Developments

Fully Digital General Meetings / Articles of Association Requirement

Companies will now be able to hold fully digital general meetings, provided this option is expressly set out in the company’s articles of association. Companies wishing to use the new regime should consider amending their constitutional documents accordingly.

Technical Participation Requirements

Participants in digital meetings must be able to:

• Be properly identified
• Exercise voting rights directly
• Participate in deliberations through two-way audiovisual communication.

A telephone connection or one-way livestream alone will not satisfy the statutory requirements.

Simplified Convocation Rules

Meeting notices may be issued electronically, including via email or company websites, subject to the applicable legal and constitutional requirements.

Transitional Regime

For one year following implementation:

• Existing provisions in articles of association relating to hybrid meetings will be deemed to apply to fully digital meetings
• The requirement for two-way audiovisual participation will be temporarily relaxed.

Practical Considerations

Companies considering fully digital meetings should assess:

• Whether amendments to the articles of association are required
• Technical readiness and accessibility for participants
• Governance and quorum procedures for digital attendance
• Potential tax substance considerations arising from fully virtual governance structures.

Next Steps

Odyssey can review and update articles of association to enable fully digital general meetings, advise on compliance with Dutch corporate law requirements, and support the implementation of appropriate governance and technical procedures for holding valid digital or hybrid meetings.