The shareholder meeting of your Dutch private limited company (BV): fully online from 1 January 2027
From 1 January 2027, Dutch law allows a general meeting of shareholders (algemene vergadering) that takes place only online. Your articles of association (statuten) must allow it. What the law asks, what to change now, and what it means for your annual accounts.
The forms side by sideWant our team to have a look?Summary
Today the law asks for a meeting at a physical place. The Act on the digital general meeting (Wet digitale algemene vergadering privaatrechtelijke rechtspersonen) changes that on 1 January 2027. A BV, a public limited company (NV), an association and a cooperative may then meet fully online.
Three things decide: a clause in the articles, two-way sound and video for every shareholder, and the right to speak and vote. For a BV with a few shareholders, the decision outside a meeting stays the quickest option. It is in article 2:238 of the Dutch Civil Code (Burgerlijk Wetboek) and needs the consent of everyone with meeting rights.
Do you need to travel to the Netherlands for the meeting?
In most cases a trip is unnecessary, also today. A shareholder or director abroad has three options.
- Decide outside a meeting. This works when everyone with meeting rights agrees to it. The votes are cast in writing or electronically.
- Join a hybrid meeting online. The meeting has a physical place in the Netherlands, and you take part online. Your articles must allow it.
- Hold the whole meeting online. From 1 January 2027, when your articles allow it.
Today the meeting takes place at the place named in the articles, or else in the municipality of the seat (article 2:226). From 2027 that rule applies only to a meeting with a physical part. The same rules apply to a holding company in the form of a BV.
What changes on 1 January 2027
The Act dates from 3 June 2026 and appeared in the Official Gazette (Staatsblad) as Staatsblad 2026, 161. A royal decree of 8 September 2026 (Staatsblad 2026, 259) sets the start: 1 January 2027. The aim, says the government business portal Ondernemersplein: a digital meeting mirrors a physical meeting as closely as possible.
For a BV, the new article 227a of Book 2 of the Dutch Civil Code sets these rules:
- The articles may state that the meeting is open also, or only, by electronic means.
- Each shareholder must be identified, vote directly, follow the meeting through two-way sound and video, and take part in the discussion.
- The invitation states how to take part and vote electronically. It may go by email; the consent of the shareholder to email invitations is dropped (article 2:223).
- In an exceptional situation the board may call a meeting that is open only online, also when the articles are silent on it. The situation must seriously endanger the decision-making, or the safety and health of the participants.
The company chooses the software. In December 2023 the government named common video call applications as suitable. According to the explanatory memorandum (memorie van toelichting), a one-way livestream is too little: sound and video work in both directions.
The forms side by side
| Form | What it is | What you need | From when | Status |
|---|---|---|---|---|
| Meeting in person | At the place named in the articles, or else in the municipality of the seat (article 2:226) | The usual rules in the articles | Today | In force |
| Hybrid meeting | A physical meeting with online access | A clause in the articles; from 1 January 2027 also two-way sound and video and the right to speak online | Today; stricter from 1 January 2027 | In force; new rules by law |
| Fully online meeting | Open only by electronic means | A clause in the articles for this form, plus the conditions of article 2:227a | 1 January 2027 | Law, in force on 1 January 2027 |
| Online meeting in an emergency | Open only by electronic means, by decision of the board | An exceptional situation that seriously endangers the decision-making, or the safety and health of the participants | 1 January 2027 | Law, in force on 1 January 2027 |
| Decision outside a meeting | A written or electronic decision | Consent of everyone with meeting rights; votes in writing or electronically (article 2:238) | Today | In force |
The change to make in your articles of association
A clause on taking part by electronic means gives a hybrid meeting. For a meeting that is open only online, the articles must say so. The general meeting decides on the change; the explanatory memorandum says an ordinary majority is enough, unless your articles ask for more. The change goes through a Dutch civil-law notary (notaris).
Until one year after 1 January 2027, a company may still meet under the old law and its old articles. Did your BV meet fully online between 1 February 2023 and 2027? The general meeting can repair those decisions, under the conditions of Article IV of the Act.
The annual accounts and the decision outside a meeting
A BV holds at least one general meeting each financial year, or takes at least one decision outside a meeting (article 2:218). The general meeting adopts the annual accounts (jaarrekening). From 2027 it can do so in a meeting that is open only online, once the articles allow it. Two other options remain.
- Decision outside a meeting. Everyone with meeting rights agrees to this method. The votes are in writing, and the directors get the chance to give advice first. Unless the articles say otherwise, the votes may be electronic (article 2:238).
- Signature by owner-directors. When all shareholders are also directors, their signatures under the annual accounts count as adoption, if everyone with meeting rights agrees to this method (article 2:210).
Choose the online meeting when several owners in different countries want to discuss the figures together. Choose the decision outside a meeting when everyone agrees in advance. The filing with the Chamber of Commerce (KVK) follows the usual deadlines. See also shareholder meetings of a Dutch BV.
Questions owners ask
Sources
- Ondernemersplein (Netherlands Enterprise Agency), Rechtspersonen mogen digitaal vergaderen: ondernemersplein.overheid.nl; English version: business.gov.nl
- Wet digitale algemene vergadering privaatrechtelijke rechtspersonen, law of 3 June 2026, Staatsblad 2026, 161: zoek.officielebekendmakingen.nl; corrected reissue: zoek.officielebekendmakingen.nl
- Royal decree of 8 September 2026 on the entry into force, Staatsblad 2026, 259: zoek.officielebekendmakingen.nl
- Explanatory memorandum, parliamentary papers 36 489, no. 3: zoek.officielebekendmakingen.nl
- Government of the Netherlands, news of 22 December 2023 on fully digital general meetings: rijksoverheid.nl
- Dutch Civil Code, Book 2: wetten.overheid.nl; text of articles 2:218, 2:226 and 2:238 as set by Staatsblad 2012, 299: zoek.officielebekendmakingen.nl
Where do your shareholders live?
Send the articles of your BV and say where the shareholders live. You get a written answer on your situation: which form of meeting suits your company and which clause to add. Starting out? See company formation in the Netherlands and corporate services.
Want our team to have a look?Want our team to have a look?
We help you set up your company or holding in the Netherlands, from the notary to your tax numbers. Tell us about your situation or your plans. You get free advice on your next step.