During the first wave of the COVID-19 pandemic, Royal Decree No. 4 temporarily allowed companies and association to postpone their General Assembly meeting or to hold it electronically. We reported on this in our newsletter of 20 April 2020. Since then, the Companies and Associations Code has been amended by the latest “COVID-19” law of 20 December 2020, which from now on permanently authorizes principle of holding official meetings on remote. It also extends this possibility to ASBLs and AISBLs.
Until now, the CSA only explicitly offered the possibility to remotely participate in the General Assembly meetings to shareholders from SRL, SA and SC. Moreover, such a possibility had to be explicitely provided for in the statutes in order to be implemented. From now on, companies and associations will have the possibility to organize General Assembly meetings on remote, even without any statutory authorization.
It is now the administrative body’s prerogative to decide, whether to physically or remotely hold the General Assembly meeting. Should it opt for a meeting held on remote, it must offer the shareholders or members the possibility to remotely participate in the said meeting through an electronic means of communication provided for by the company or association. The company or association must also be able to verify, via the electronic means of communication used, the quality and identity of the participants. Participants must also be able to take direct, simultaneous and continuous cognizance of the discussions taking place during the meeting and to exercise their right to vote on all matters to be decided by the General Assembly.
It should be noted that the members of the Bureau cannot participate electronically in the General Assembly meeting. The members of the Bureau are the people who sign the minutes of the General Assembly and who take responsibility on behalf of the Company or the Association for the valid composition of the Assembly.
These amendments to the CSA entered into force on 24 December 2020.
For more information on this subject, please feel free to contact Me Guillaume RUE (email@example.com).
The Cairn Legal team.