In the framework of the current corona-crisis and the upcoming annual shareholders’ meetings, Minister of Justice Koen Geens has adopted resolutions regarding the temporary flexibilization of the corporate rules so annual shareholders’ meetings can occur pursuant to the obligatory rules in the fight against the corona-crisis. Companies and associations can apply these flexibilizations regardless of the rules set out in their Articles of Association.

  • Modified organization of the annual shareholders’ meeting

The annual shareholders’ meetings which have been or have to be convened prior to 19 April 2020 (this date can be delayed by the King in case the corona-measures are delayed), the Board of Directors is granted the authority to decide that the annual shareholders’ meeting will be held at the usual date, however via electronic or written means, as the case may be in combination with a vote by proxy. The shareholders will only be able to grant a proxy to the person designated by the Board of Directors.

  • Postponement of the annual shareholders’ meeting

The annual shareholders’ meeting, even if it has been convened already, can be postponed until ten weeks following the ultimate date (i.e. 30 June for companies with a financial year parallel to a calendar year and consequently the annual shareholders’ meeting can be postponed until 7 September 2020).

  • Written resolutions by the Board of Directors

In all circumstances, the Board of Directors can adopt unanimous written resolutions.

In addition, the Board of Directors is provided with the possibility to deliberate and decide via electronic communication which allows for a discussion between the directors.

The aforementioned flexibilizations are also applicable to non-profit associations.

If you have any questions, please feel free to contact Davy Smet.