The adopted bill makes digital access possible, but valid decisions still need patient governance.
A BV director closing the annual accounts sees the appeal at once. No rented room. No shareholder driving from Groningen to Breda. No printed bundle beside cooling coffee. Send a link, open the meeting, vote, save the minutes and move on to the next bill.
The signal has to become readable
That convenience now has a legal frame. The Wet digitale algemene vergadering privaatrechtelijke rechtspersonen was adopted by the Tweede Kamer on 16 December 2025 and by the Eerste Kamer on 2 June 2026. On 21 June 2026, Overheid.nl placed it in the Bekendmaking step. Entry into force follows by royal decree.
For boards, this is a preparation window. The political choice has been made. The practical work sits in the articles, the notice, the voting route and the record that may be read later by a notary, lender, buyer or minority member.
The screen does not replace the meeting
The bill amends Book 2 and Book 5 of the Dutch Civil Code. It covers BVs, NVs, associations, VvE's, cooperatives and mutual insurance societies. Foundations stay outside the change, because they do not have the statutory general meeting regime this bill is built around.
Rijksoverheid describes the proposal as optional and technology-neutral. In practice, the conditions are not loose at all. A participant must be identifiable through the electronic tool, able to vote directly, able to follow the meeting and able to take part in deliberation through two-way audiovisual communication.
The notice must also explain how digital participation and electronic voting work. That is the governance heart of the matter. A link is not a meeting. A webinar is not always deliberation. A chat box is not automatically a fair speaking route.
What the signal changes
In a physical room, weak procedure is sometimes hidden by habit. People see each other. The chair reads the room. The secretary notices who objects. Online, those small safeguards disappear unless the board replaces them with a clear process.
Different legal persons, different routes
For a BV or NV, the articles of association are central. The proposed route allows the articles to provide that a general meeting is also, or exclusively, accessible electronically. A founder-led BV should ask the legal question before choosing the software.
Associations work differently. Unless the articles say otherwise, the general meeting may authorize the convener to decide that a meeting is also, or exclusively, electronically accessible. That matters because the ALV is where members appoint and dismiss board members, change the articles, approve the annual report and oversee the board.
VvE's need separate care. The convener may choose electronic access for the owners' meeting, but there is a brake. If owners representing at least one quarter of the votes ask in writing, the meeting must remain at least also physically accessible. That request can be made up to seven days after the notice.
This is practical, not sentimental. VvE membership is tied to ownership. The decisions can touch maintenance contributions, major works, reserves, service costs and daily life at home. A digital-only meeting about repainting a stairwell is one thing. A roof project with higher contributions is another.
The file behind the vote
Return to the BV director with the convenient link. If the meeting approves annual accounts, appoints a director, discusses discharge, authorizes a dividend or prepares financing, the later reader may be a notary, lender, buyer, minority shareholder or court. That reader will look for proof, not convenience.
The useful record is ordinary. Who called the meeting? Which articles allowed the route? Which notice was sent, to which address and when? How did participants identify themselves? Could they speak and ask questions? How were votes cast and counted? What did the minutes record about access problems or objections?
A 2026 Rechtbank Amsterdam VvE case, ECLI:NL:RBAMS:2026:2096, shows why this matters. The dispute involved annual accounts, discharge, digital meetings and major maintenance. The court rejected requests for access to documents and appointment of an independent custodian. Once money and trust are under pressure, digital meeting questions stop being technical.
What founders should check
The transition matters too. The temporary COVID-19 justice and security regime expired on 1 September 2023. The new law is meant to provide a permanent route. Boards that built digital habits during the emergency period now need to connect those habits to the new authority, once the Act is in force.
What the board should learn now
The sensible preparation starts with the current articles, the ordinary decision calendar and the people who hold voting rights. A board that knows which decisions require a general meeting can decide where digital access helps and where a hybrid meeting is wiser.
The notice deserves more respect than it usually receives. It should tell a participant how to enter, how identity is checked, how to speak, how to vote and where to get help if access fails. Electronic notice may become easier, including readable and reproducible messages such as e-mail. That makes clean address records more valuable, not less.
If the articles must change, the route may leave the screen and return to the notary. KVK guidance for changed statutes points to a notary-signed deed of amendment and a copy of the new statutes for filing. It also asks for proof, such as signed general meeting minutes, when a governance model changed by shareholder or director decision. The modern tool is useful, but the old record still decides whether the outside world accepts the change.
Digital skill is not authority
CBS reported in March 2026 that 89 percent of Dutch SMEs with 10 to 250 workers reached a basic level of digital intensity in 2025. It also reported that 84 percent of people in the Netherlands aged 16 to 75 had basic digital skills or better.
Those figures support the practical fit of online meetings. They do not erase the need to design for weaker users. Many micro entities sit outside the 10 to 250 worker measure. Legal rights also do not depend on confidence with a platform.
Digital general meetings can save time and widen participation. Used well, they can bring quieter shareholders, distant members and busy owners closer to decisions. Used lazily, they move weak governance from a room into a platform.
The screen is not the problem. The problem is pretending that convenience can carry authority by itself. A Dutch online meeting will earn its decision only when the board can show that the people with rights could genuinely use them.
Sources
- CBS source
- Wetsvoorstel Wet digitale algemene vergadering privaatrechtelijke rechtspersonen aangenomen – Taxence
- Overheid.nl Wetgevingskalender – Legislative status and timing
- Rijksoverheid – Purpose and affected legal forms
- Overheid.nl Wetgevingskalender – Conditions for digital or hybrid participation
- Rijksoverheid – VvE-specific protection
- Wettenbank – Temporary COVID regime as the legal bridge
- KVK – Statute change and Handelsregister evidence
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