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Coronavirus – Shareholders and board meetings – Belgium

  • Belgium
  • Coronavirus
  • Coronavirus - Country overview
  • Corporate

02-04-2020

Decisions of the management body

The Belgian Companies and Associations Code (hereafter “CAC”) allows for the management body to take all decisions by way of unanimous written consent of all directors except when the articles of association exclude or restrict this written decision-making procedure. In case it is not possible to make use of the written decision-making procedure, companies can opt to hold their board meetings through electronic means in so far as the articles of association do not exclude this possibility.

As a result of the COVID-19 crisis, the Belgian government is currently preparing a Royal Decree (hereafter ‘COVID-19 Decree’) which will in all cases allow the management body to take its decision by way of unanimous written consent or through electronic means allowing the members of the management body to engage in discussions. In case of decisions that must be taken in the presence of a notary public (for example in the context of the authorized capital), one member of the management body shall meet with the notary public while the other members will join through electronic means.

Decisions of the (annual) general shareholders meeting

The CAC allows for shareholders to adopt all shareholders’ resolutions by way of unanimous written consent of all shareholders except for those resolutions which require the execution of a notarial deed (for example in the case of a capital increase).

Alternatively, shareholders can remotely participate in a general shareholders’ meeting by means of electronic communication but only in so far as the articles of association of the company allow for such remote participation. The use of an electronic communication device must allow the company to control the identity and capacity of the shareholders and must allow the shareholders to directly, simultaneously and continuously take note of the discussions going on during the general shareholders’ meeting.

It must furthermore allow the shareholders to exercise their voting rights in respect of all matters on which the shareholders’ meeting decides. The invitations for the shareholders’ meeting must contain a clear and precise description of the procedures regarding the remote participation to the shareholders’ meeting as provided for in the articles of association.

The COVID-19 Decree will provide companies with two options. First, it gives the management body the authority to decide that the shareholders can participate in the shareholders’ meeting exclusively by way of electronic communication, and possibly and upon decision of the management body also in combination with proxy voting whereby only a person appointed by the management body may act as proxyholder. Shareholders will have the possibility to pose questions in writing.

Secondly, the management body will have the authority to postpone the (annual) general meeting until after the COVID-19 crisis and until maximum 10 weeks after the final deadline. The final deadline is 30 June for companies whose financial year follows the calendar year.

COVID-19 Decree

Currently the COVID-19 Decree is applicable to (annual) general shareholders’ meetings and meetings of the management body taking place before or on 19 April 2020. This date can however - and most likely will - be postponed if the COVID-19 crisis requires extension of the general coronacrisis measures as previously issued by the Belgian government.

Please note that this COVID-19 Decree has not yet come into force. The Council of State first has to issue its opinion on the decree. Subsequently the COVID-19 Decree will be published in the Belgian State Gazette.

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