UPDATE: please consult our newsletter concerning the new temporary rules introduced by Royal Decree n°4 on 9 April 2020.
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VOW's Corporate team has written a short overview on the applicable rules and principles to follow when organising a board or shareholders' meeting in these times of social distancing.
Download the memo below.
The spread of the Corona virus has urged governments all over the world to take drastic measures in order to contain the pandemic. In principle, non-essential gatherings have been prohibited under Belgian law. This implies that Belgian companies must reconsider their general shareholders’ meeting and board meetings that will take place physically.
Force majeure or exceptional circumstances do not constitute - up until now - a legal basis allowing deviation from the legal and statutory rules regarding timing, attendance quorums and majority requirements.
However, it is confirmed that the Belgian legislator will promulgate shortly additional measures in order to provide an appropriate response to these issues, which are specific to each company or association. These measures would provide for more flexibility while organizing board or shareholders’ meeting by either (i) allowing physical (board and shareholders’) meetings to take place, through a system of proxies requiring the attendance of one sole proxy holder and (ii) allowing to postpone annual shareholders’ meetings beyond the legal time-frames for a couple of months during the time of the Corona crisis while preserving, for instance, the validity of expired board members’ appointments.
Until the legal framework setting out the amendments have been published, the principles set out in the memo still apply. In that context our Corporate Team discusses in this memo, without trying to be exhaustive, the possible challenges, alternatives and solutions under the current legal framework for Belgian non-listed limited liability companies (“naamloze vennootschap / société anonyme” and “besloten vennootschap / société à responsabilité limitée”) which are not confronted with pending conflicts between directors and/or shareholders.
If you have any questions relating to the impact of the Corona virus on your daily activities, please contact Luc Wynant (luc.wynant@vow.be), Koen Hoornaert (koen.hoornaert@vow.be) or Jeroen Mues (jeroen.mues@vow.be) at +32 2 644 05 11.