General assemblies in times of corona: how you proceed

To answer this question, the Minister of Justice Koen Geens, by means of a power of attorney decree, drew up a regulation temporarily relaxing the procedures. Administrative bodies can choose to have the general meeting take place remotely or to postpone it. The initially relaxed regulation applied to all general meetings and to all meetings of collegiate governing bodies that would take place between 1 March and 3 May 2020.

Since the exit strategy proposed by the National Security Council will be controlled and phased out of the lockdown, the coronavirus will continue to have a major impact on the day-to-day operations of many companies and associations after 3 May 2020. The Royal Decree therefore provides that the expiry date of 3 May 2020 will be extended until 30 June 2020. Concretely, you will therefore be able to opt for the relaxed procedure for all general meetings and for all meetings of collegiate management bodies that would take place between 1 March and 1 July 2020. Even now, there is still a chance that this optional arrangement will be extended by decree and after consultation in the Council of Ministers.

Remote general assembly

In order to comply with the rules of "social distancing", the management body may choose to organize the general assembly remotely by means of electronic communication. This decision can be made without legal authorization.

Voting rights can be exercised in two ways:

• shareholders or members vote remotely in favor of the general assembly; or
• shareholders or members grant the necessary proxies before the general assembly.

In the first case, questions may be formulated in writing before the vote. When granting proxies, the administrative body may in turn impose that the proxy holder be a person designated by them. This seems to limit the choice of shareholders and members. However, it is important to note that the proxy holder in question may only act for the respective shareholders and members, provided he has specific voting instructions (included in the proxy) for each agenda item.

If you have already sent the invitations to the general assembly, but still wish to organize the meeting remotely, you must inform all the participants of the general assembly. You can inform them by e-mail, by the website of the company or association, by letter or by any other means of your choice. The convening and participation formalities do not have to be applied again.

Postpone the general assembly

The managing body may also decide to postpone the general assembly. This can be done up to 10 weeks after the deadline on which it should normally have taken place.

If a general assembly is organized for the approval of the annual accounts on December 31st, the assembly should normally be held no later than June 30th  However, if the general meeting is postponed, the deadline for mandatory filing of annual accounts (normally no later than seven months after the end of the financial year) will be extended by ten weeks.

If you have already sent the invitations to the general assembly, but still wish to postpone the meeting, you must inform all the participants of the general assembly. You can inform them by e-mail, by the website of the company or association, by letter or by any other means of your choice. The deferred assembly is considered here as a new meeting. The rules relating to the convening of the meeting, the notification of participation, the proxies, etc. must therefore be reapplied.

A general assembly convened at the request of the statutory auditor or at least 10% of the shareholders/members, and a general assembly convened as part of the alarm bell procedure cannot be postponed.

Written general assembly

Finally, the general assembly of the collegial governing body where joint deliberation is possible may still proceed in writing or by any other means of communication, even if the statutes stipulate otherwise. However, any decision here must be taken unanimously.

This temporary alleviation is and will remain an optional arrangement. If you do not wish to make use of these regulations, you must follow the usual procedures for preparing and organizing a general assembly and/or a meeting of the collegial administrative body. Naturally, the measures imposed with regard to 'social distancing' must always be respected.

Do you wish to learn more about organizing your general assembly? Please contact your account manager or one of our specialists via corona@vdl.be.