On 20 December 2020, an amendment was implemented into the Belgian Companies and Associations Code (hereinafter “BCAC”) in order to provide for the possibility to conduct an electronic (remote) general meeting, both in companies and in (international) non-profit organisations, even when the articles of association of such company or organisation do not provide for this. The aforementioned change was the result of the need to limit physical contact as a result of the Covid-19 pandemic, but will remain in force in the future.
Pursuant to the BCAC, the decision to organise an electronic general meeting is entrusted to the administrative body, which must also determine the basic principles to which the electronic general meeting must conform. These can include the way in which the identity and capacity of the person who wants to participate in the general meeting will be checked, which electronic communication tool will be used, how the voting will be conducted, etc.
The notice convening the general meeting must include a clear and precise description of the procedures relating to such remote participation. If applicable, the procedure must be made accessible on the website of the company or (international) non-profit organisation.
Participation in the electronic meeting is subject to three conditions:
(i) the means of communication used must enable the company or organisation to verify the capacity and identity of the shareholder or member using it.
(ii) the means of communication must also enable the shareholder or member to follow the proceedings of the general meeting simultaneously and without interruption and to exercise the voting right on all items on which the meeting must decide.
(iii) the company or organisation must give the shareholder or member who is participating the right and means to ask questions, to take an active part in the deliberations and to cast votes.
In accordance with the articles of association or decision of the administrative body, a bureau must be appointed to supervise the admission to, and conduct of, the general meeting. Importantly, the members of the bureau must be physically present at the place where the general meeting is being held. After all, they have to sign the minutes of the general meeting and take responsibility, on behalf of the company or organisation, for the valid composition of the meeting in which shareholders or members can participate remotely.
If any technical problems or incidents prevented or disrupted the electronic participation during the general meeting and/or voting, mention thereof must be included into the minutes of the general meeting.
CORBUS ADVOCATEN can support your company or non-profit organisation in the organisation of a digital general meeting. For example, we can assist you in the amendment of your articles of association, we can draw up internal regulations, we can prepare the convening of such general meeting, take minutes, etc.