Updated on 6 May 2020
In many companies, adequate and swift action will be required from the board. COVID-19, and the measures taken by governments in response to the pandemic, may, however, also impact the normal functioning of the board and shareholders’ meetings. Travel restrictions,social distancing quarantines, and other measures will often hinder a physical meeting of the board or shareholders. Not to speak of the fact that some directors or shareholders might become infected by COVID-19.
The below overview outlines the alternatives to a traditional physical board or shareholders’ meeting.
We discuss the general framework offered by the Belgian Companies and Associations Code (BCAC), and touch briefly on the, temporary, enhanced flexibility introduced by the Royal Decree nr. 4 of 9 April 2020, involving measures relating to company and association law in the context of the COVID-19 pandemic (the Royal Decree). More detailed information on the measures introduced by the Royal Decree can be found by clicking here.
We only discuss the principles relevant for private and public limited liability companies (BV/SRL and NV/SA). Furthermore, we do not touch upon the specific rules that apply to listed companies.