Digital Shareholder Meetings in Dutch Companies from 2027

Fully digital Dutch shareholder meetings become possible from 1 January 2027

From 1 January 2027, Dutch private companies can hold fully digital general meetings under the new Digital General Meeting Act, provided the required basis exists in the articles. Participants must be identifiable and able to vote directly and participate through two-way audiovisual communication. For companies with international shareholders, the change is relevant to financing approvals, governance and transaction execution. This article forms part of my Cross-Border Dutch Deal Implementation Insights.

Check the articles before putting a digital meeting on the timetable

The new law does not make every video meeting a valid general meeting. The Dutch articles need to permit a meeting that is partly or exclusively accessible electronically.

For an international shareholder base, I would check that position before the transaction timetable assumes a digital approval meeting.

If the articles need to be amended, that itself requires Dutch corporate and notarial implementation.

The meeting technology has a legal function

The participant must be identifiable, able to vote directly and able to follow and participate in the deliberations through two-way audiovisual communication.

The company therefore needs more than a meeting link.

The process should also create reliable evidence of attendance, voting and the resolution adopted.

That evidence becomes part of the corporate record used by the notary, investors or transaction counsel.

Written resolutions remain important

Dutch BVs already use resolutions outside a meeting extensively.

Where all relevant parties cooperate and the statutory requirements are satisfied, a written resolution can remain the simpler route for transaction approvals.

A digital meeting is useful where the shareholders actually need to meet, discuss the proposal or vote in real time.

I would therefore choose between written decision-making and a digital meeting based on the governance situation, not on the technology available.

Financing approvals need an execution plan

A Dutch financing can require shareholder approval for the share issue, changes to the articles, pre-emption mechanics and appointments to the board.

International investors may be spread across several jurisdictions.

A digital general meeting can make that process easier once the articles and meeting protocol support it.

International lead counsel should still know which approval is required, what majority applies and whether the Dutch notary needs evidence before completing the equity issuance.

M&A transactions raise the same point

A Dutch acquisition, restructuring or pre-closing reorganisation may also require shareholder resolutions.

If those approvals form part of the conditions or closing deliverables, I would identify their execution route at the start of the Dutch workstream.

That avoids having the main transaction signed while the local team is still determining whether the planned shareholder meeting is valid.

The emergency provision is a fallback

The Act also contains an exceptional route under which the board can decide on a fully digital meeting if exceptional circumstances seriously threaten decision-making continuity or the health and safety of participants.

I would not use that provision as ordinary deal planning.

Normal transactions should rely on the ordinary statutory and articles-based process.

Practical conclusion

For Dutch companies with international investors, the new digital meeting rules can remove a practical obstacle from shareholder governance.

I would not amend every Dutch BV solely because the law changes.

Where a company regularly raises capital, has shareholders in several countries or expects complex shareholder approvals, adding the appropriate provision to the articles at the next amendment can be sensible.

The transaction team then has another valid execution route when the next approval is needed.

FAQ

Can a Dutch BV hold a fully digital shareholder meeting from 2027?

Yes, subject to the statutory requirements and the appropriate basis in the articles.

Is a Zoom or Teams call automatically a valid shareholder meeting?

No. The statutory requirements for identification, voting and two-way audiovisual participation need to be satisfied.

Can the shareholders still adopt written resolutions?

Yes. Digital meetings do not replace Dutch decision-making outside a meeting.

Why does this matter in an M&A or VC transaction?

Share issuances, amendments to articles, board appointments and other transaction steps can require shareholder approval.

About Dirk de Waard

Dirk de Waard is a Dutch corporate, M&A and venture capital lawyer and partner at Venture Lawyers in Amsterdam. He works with investors, companies and international counsel on Dutch corporate approvals, governance and transaction execution.

Dutch corporate approvals in a cross-border transaction

I can take responsibility for the Dutch approval workstream alongside international lead counsel: reviewing the articles, identifying board and shareholder approvals, determining the appropriate decision-making route and coordinating resolutions, powers of attorney and Dutch notarial execution.

For companies preparing for the 2027 rules, I can also review whether the existing articles and shareholder governance are ready for fully digital meetings.

Contact Dirk at dirk.dewaard@viottalaw.com to discuss a Dutch governance or transaction approval workstream.