Note from the Minister of Justice regarding the organisation of shareholders and board meetings


Posted on 30 March 2020 - 4pm

The Minister of Justice Koen Geens has presented a series of proxy decrees to the Belgian government in order to guarantee the continuity of specific administrative elements in the context of the fight against the Covid-19 pandemic.

These decrees will be published in the coming days.

One of the Royal decrees provides for a number of extensions of time-periods and options on a temporary basis, which will give companies the flexibility they need for organising shareholder and board meetings.

What we already know:

Three elements will be introduced:

  • Authorisation to organise general shareholders meetings under conditions compatible with the measures taken in the context of the Covid-19 crisis, while still allowing shareholders and members to exercise their voting rights and ask questions. The management body will have the power to decide that the shareholders or the members may only exercise their voting rights remotely, whether or not in combination with proxy voting, through a person appointed by the management body to act as proxy holder.
  • Postponement of the general shareholders meeting until the situation has returned to normal. The general meetings of companies and associations that have been or must be convened before 19 April 2020 can be held later because of the coronavirus crisis (until 10 weeks after the deadline, which in most cases is 30 June 2020).

    Alternatively, meetings can be held on the date that is normal for the company or association concerned, but because of the coronavirus crisis, it must be organised electronically or in writing.
  • Finally, the board may deliberate and decide (if necessary by a majority) by means of electronic communication that allows for discussion. It is also specified that the board may, in all circumstances, make unanimous decisions in writing.

    In the case of decisions that are supposed to be taken before a notary - one thinks in particular of decisions regarding authorised capital - it is again sufficient for a member of the board or another proxy-holder to meet the notary in person; the other members may participate by means of electronic communication.

As soon as the Royal Decree will be published, we will inform you of all the practical details.

Do not hesitate to contact Marie Brasseur ou Pierre Vanholsbeke for further information. 

The above information is merely intended as comment on relevant issues of Belgian law and is not intended as legal advice. Before taking action or relying on the comments and the information given, please seek specific advice on the matters that are of concern to you.

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