The legislature adopted an Emergency Act shortly after the outbreak of the corona crisis. Since then, the legislature has each time extended that Emergency Act, but most of these measures for BVs (private limited liability companies) lapsed on 1 February 2023. We briefly inform you below about the changes for directors and shareholders.

End of temporary measures for BVs as from 1 February 2023

• Digital shareholder meetings are no longer possible under the Emergency Act. It remains possible to hold digital shareholder meetings insofar as the articles of association so provide and in accordance with statutory requirements.
• Directors can no longer decide to extend the deadline for adoption of the financial statements by a maximum period of five months as from the end of May. From that time onwards, that power will once again be vested in the general meeting.

The legal validity of shareholder resolutions may be impaired if the resolution was not adopted in accordance with the relevant formalities. It should be borne in mind that as from 1 February 2023 the Emergency Act can no longer be invoked to hold digital meetings. Moreover, an extension of the period for adopting the financial statements will require a shareholder resolution again this year, as of old.

Have any questions about this subject? Please contact Sander Pieroelie (+31-6-222 878 65).

This article was published in the Newsletter Vestius of April 2023