Belgium: Exceptional rules for general meetings and board of directors meetings

April 15, 2020 | Publication

A Royal Decree dated 9 April 2019 provides for the following exceptional measures for general meetings and board of directors meetings of companies and associations.

General meetings

Notwithstanding the absence of statutory authorization, the board of directors of a company or of a non-profit association may impose on the shareholders / members to:

(i) Vote by correspondence before the general meeting, or
(ii) Vote by proxy (in such a case, the board of directors is entitled to designate the proxy-holder and the proxy form must contain specific voting instructions for each item on the agenda).

The general meeting can also be held by electronic means such as a videoconference.

In addition, the board of directors may decide to postpone any general meetings except those convened because the net assets of the company become (or might become) negative and those convened at the request of the auditor or of the shareholders/members. In case of postponement of the ordinary general meeting, the deadline to approve the financial statements and to file them with the National Bank of Belgium is extended by ten weeks.

In case the meeting is to be held before a public notary, one single director or a proxy holder may appear alone before the notary.

The board of directors may amend any convocation to the general meeting already sent to implement the above-mentioned measures.

Board of directors meetings

Notwithstanding any clause to the contrary in the Bylaws, the board of directors may take any decision by unanimous written resolution. In addition, any meeting of the board of directors may be held by electronic means whereby all persons participating in the meeting can hear each other and vote (e.g. by videoconference).

In case the meeting is to be held before a public notary, one single director or a proxy holder may appear alone before the notary.

Scope of application in time

These exceptional measures apply to any general meeting or board of directors meeting convened between 1 March 2020 and 3 May 2020, even if the meeting is to be held after 3 May 2020. The deadline of 3 May 2020 may be extended by Royal Decree. These measures being optional, the meetings held in accordance with the Code of companies and Associations remain valid.

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