Dutch BV shareholder meetings go digital in 2027: what foreign shareholders should do now
For many international founders, the annual shareholder meeting of their Dutch BV is a logistical exercise. Shareholders sit in different countries, proxies are drafted, and someone has to be physically present in the Netherlands. From 2027, that changes.
The Dutch Act on digital general meetings of private-law legal entities (Wet digitale algemene vergadering privaatrechtelijke rechtspersonen) was signed on 3 June 2026 and published in the Dutch Bulletin of Acts (Staatsblad 2026, 161) on 30 June 2026. According to the official overview of Book 2 of the Dutch Civil Code on wetten.overheid.nl, it enters into force on 1 January 2027.
This article explains what changes for a Dutch BV, who benefits most, and which practical steps make sense before your next meeting.
What changes for a Dutch BV
The new rules amend the provisions on BV shareholder meetings in Book 2 of the Dutch Civil Code (articles 2:223, 2:226 and 2:227a). In short:
Hybrid or fully online meetings. The articles of association of a BV may provide that a general meeting is accessible electronically, either alongside a physical meeting or exclusively online.
Minimum technical standard. Participants who join online must be identifiable, able to vote directly, and able to follow and take part in the discussion through two-way audiovisual communication. A simple dial-in or a one-way livestream is not sufficient.
Clear notice. The notice convening the meeting must describe how shareholders can participate and vote electronically.
Electronic notice without prior consent. Until now, a shareholder had to consent to receiving the notice electronically. That requirement is removed: the notice can be sent to the shareholder's address, including an electronic address.
No physical venue for online-only meetings. The rule that a meeting must be held at a specific location now only applies to meetings that are not exclusively online.
The key point: your articles of association
The most important practical detail is easy to overlook. Under the new article 2:227a, a hybrid or fully online meeting of a BV requires a basis in the articles of association. The law itself does not make online meetings the default.
There is one exception. The management board may decide to hold an exclusively online meeting, even if the articles do not provide for it, in exceptional circumstances that seriously endanger the continuity of decision-making or the safety and health of participants. The notice must then state that this is the case. This is a safety net for crises, not a basis for routine annual meetings.
In other words: if your BV was incorporated with standard articles that are silent on electronic meetings, your shareholders cannot simply meet online from 1 January 2027. An amendment of the articles, executed by a Dutch civil-law notary, will usually be needed.
Transitional rules
The act contains transitional provisions that give companies some breathing room:
References in existing articles to the old statutory provisions are read as references to the new law, unless that would conflict with the purpose of the provision.
For one year after entry into force, a company may continue to hold its general meetings under the old law and its existing articles.
This means there is no immediate compliance deadline. But companies that want to benefit from online meetings in their 2027 meeting cycle should plan the amendment of their articles now.
Who benefits most
The new rules are particularly relevant for:
Foreign-owned BVs whose shareholders live outside the Netherlands and currently rely on proxies or travel.
Joint ventures and multi-shareholder BVs, where shareholders want to deliberate in real time without meeting in person.
Holding and group structures with a Dutch BV as intermediate holding, where meetings are frequent but largely formal.
For a sole shareholder, the change is less significant. Written resolutions outside a meeting remain available as an alternative, provided the statutory conditions are met.
What to do now
Review your articles of association. Check whether they already allow electronic participation and voting, and whether that provision covers fully online meetings.
Decide on the model. Hybrid, fully online, or both depending on the type of meeting. Consider which platform meets the identification and two-way communication requirements.
Align your shareholders' agreement. Notice periods, quorum rules and voting arrangements in a shareholders' agreement should be consistent with the new meeting format.
Plan the notarial deed. An amendment of the articles requires a shareholders' resolution and a notarial deed. Combining it with other planned changes, such as updated share transfer provisions, saves time and cost.
Update your internal procedures. Record shareholders' (electronic) addresses for notices and document how identification and voting are handled online.
How Corpexser can help
Corpexser advises international entrepreneurs on the corporate governance of their Dutch BV. We review your articles of association and shareholders' agreement, draft the amendments and coordinate the process with the civil-law notary, so you deal with one point of contact from review to executed deed.
Would you like to know whether your BV is ready for online shareholder meetings in 2027? Schedule an introductory call via corpexser.nl.
This article provides general information on the basis of sources available on 28 October 2026. It does not constitute legal or tax advice. Please contact us for advice on your specific situation.
