Flexibility for Board meetings and General assemblies (Covid-19)

As a result of the Covid-19 pandemic and the restrictions decided, companies and associations face difficulties in physically holding their General assemblies (GAs) and Boards of Directors (CA). To overcome these difficulties, the government has just issued a royal decree of special powers on 9 April 2020, which involves a number of temporary measures.

GAs can be maintained, as long as social distancing is guaranteed. They can also be held by video conference. The decree allows the governing bodies of companies and associations to require participants to require participants to vote remotely or by proxy before the GA, even if the company’s statutes state otherwise.

These meetings may also be postponed for up to 10 weeks after June 30, so that in this case they will benefit from a postponement of the deadline for the approval of the annual accounts.

In the case of CAs, the decree allows directors, notwithstanding any other statutory provision, to:
–  Make a unanimous decision in writing And

–  deliberate and decide via electronic means of communication that allow for discussion between administrators.

The royal decree came into force immediately and even has a retroactive scope since the measure applies from March 10 to May 3, 2020. This period may be extended by the King.

For more information on that subject, feel free to contact Didier CHAVAL esq. (didier.chaval@cairnlegal.be).

Best regards,
The Cairn Legal team.