In these unusual times when social distancing is the norm, the legislature has made it possible by introducing the 'Temporary COVID-19 Justice and Security Act' ('the Act') to hold a general meeting of shareholders or a general members' meeting without the need for a physical meeting. The board of, for example, a public company, private limited liability company or association may decide to use this scheme, regardless of whether the articles of association of the legal entity concerned permit a virtual meeting. Use of the scheme laid down in the Act is subject to conditions, including the following:
If a physical general meeting of a private limited liability company or public company has already been convened, that meeting may be changed into a virtual meeting up to 48 hours beforehand.
For companies or associations with a limited number of shareholders or members, other alternatives to physical meetings are also conceivable. One example is holding a physical meeting at which the shareholders/members give a proxy to one person, such as a civil-law notary, to exercise their voting rights on their behalf. A camera may be present at such physical meeting, allowing all other persons entitled to attend the meeting to participate in the deliberations on the items on the agenda. Alternatively, for example after prior telephone consultation between all shareholders/members, directors and any supervisory board members in which the resolutions are discussed in advance, the relevant resolutions may be adopted in writing outside the meeting.