Covid-19: How to conduct Annual General Meetings and Board of directors meetings & extension of deadlines for approving and filing annual accounts
The Royal Decree nr 4 of April 9 2020 provides in various dispositions concerning the law on companies and associations in the fight against the Corona pandemic.
These special dispositions are applicable from March 1 2020 until May 3 2020, for all companies, associations and legal entities governed by the Code on Companies and Associations
- conducting an Annual General Meeting
The Board of directors can decide, even if this is not provided in the by-laws, that the shareholders or members can exercise their rights exclusively by (i) voting from a distance prior to the meeting or (ii) granting a power of attorney prior to the meeting
As to said powers of attorney, the board of directors can determine who can be the holder thereof and that require that the power of attorney contain specific voting instructions for all proposed decisions
If the above measures are implemented and if the board of directors can’t guarantee that the measures in place for fighting the Corona pandemic at the time of the meeting can be respected, it can forbid all physical attendance of the general meeting.
Moreover, the board of directors can impose that questions can only be submitted in writing, at the latest the fourth day prior to the general meeting
- the general meeting
The board of directors can also decide to postpone the general meeting
In this case,all relevant deadlines will be extended by ten weeks. This concerns the deadline of six months after the end of the fiscal for holding the general meeting and the deadline of seven months for filing the annual accounts
The meeting, when eventually held, will be considered a normal general meeting as far as all rules on convening, attending, voting, powers of attorney etc are concerned.
- meetings of boards of directors
Any decision of a board of directors, notwithstanding provisions to the contrary in the by-laws, can be taken by way of unanimous resolution of all its members, reported in writing or via any other means of communication under article 2281 of the Civil Code
Any meeting of a board of directors can be held, in the absence of any disposition to this effect in the by-laws and disregarding any disposition to the contrary, by any means of telecommunication allowing a joint deliberation, such as telephone-or videoconference.
Finally, we remind you that in an NV, BV or CV there is always the possibility of a unanimous written shareholder decision.
If you have any questions, please don’t hesitate to contact us.
- Christoph Hanssen
- Annemie Coox