Amendments To Belgian Corporate Law To Facilitate Remote Shareholders' Meetings

• Published date: 19 April 2021
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Directors and Officers, Shareholders
• Law Firm: Simont Braun
• Author: Sandrine Hirsch and Nikita Tissot

Since the outbreak of the COVID-19 pandemic, the provisions of the Companies and Associations Code (the "CAC") on the functioning of corporate bodies have proved to be too restrictive, particularly with regard to the remote organisation of shareholders' meetings for listed companies or companies having many shareholders.

Facilitating remote shareholders' meetings

Following the Royal Decree No. 4 of 9 April 2020 (as extended by the Royal Decree of 28 April 2020) which has expired, the Law of 20 December 2020 has been adopted notably to facilitate the remote shareholders' meetings of companies and (international) non-profit associations (A(I)SBL/(I)VZW) on a long-term basis.

In its current version, the CAC required a specific authorisation in the articles of association to organise a shareholders' meeting using electronic means of communication. This requirement disappears with the newly adopted measures (for the SA/NV, see the new text of article 7:137 of the CAC).

For all companies (listed or not) and associations ("ASBL"/"VZW"), the option to hold a remote shareholders' meeting is now at the discretion of the management body. However, the meeting will always need to be held at the same time in a "presential" form. Consequently, unlike what was provided for in the Royal Decree no. 4, directors may not refuse the physical presence of shareholders at the meeting.

Members of the bureau are required to participate in person. The directors and, where applicable, the statutory auditor can attend remotely provided they are able to answer the shareholders' questions with the used communication means.

Conditions to organise remote shareholders' meetings

Several conditions have to be met by companies and associations wishing to organise a remote shareholders' meeting:

• The entity must be able to verify the capacity and identity of its shareholders/members. The means used should be adapted to the shareholding/membership structure. The Parliamentary works list as examples: Teams, Zoom, Skype or a similar system.
• The convening notice to the shareholders' meeting must contain a clear and precise description of the procedure to participate remotely. If the company or the ASBL/VZW has a website the procedure must be made accessible on it.
• A "two-direction" communication is mandatory Accordingly, shareholders or members must be able to directly simultaneously and continuously follow discussions, exercise...