General assemblies: how to vote remotely and keep it legally valid
Social elections are not the only vote that matters in a year. General assemblies, of non-profits, co-ownerships, professional bodies, happen every year, and increasingly remotely. But a poorly framed remote vote can be challenged, even annulled. Here is what Belgian law and your own statutes require so your online assembly is beyond dispute.
Non-profits: what the CSA allows
Since the law of 20 December 2020, which amended the Code of Companies and Associations (CSA), non-profits can hold their general assembly remotely by electronic means. Importantly, the board can decide this even without an enabling clause in the statutes. For the assembly itself, you do not need to amend your statutes first.
The crucial distinction is the moment of the vote:
- Voting during the remote assembly is possible without a statutory clause.
- Prior electronic voting (voting before the assembly is held) must be expressly provided for in the statutes. Otherwise it is not allowed.
This is the most common trap: offering an advance online vote when nothing in the statutes provides for it. If you want a prior vote, start by amending your statutes.
Non-profits: the technical conditions for a valid vote
The law does not just allow the principle; it sets conditions the setup must meet:
- the non-profit must be able to verify the identity and status of the voting member;
- the means of communication must let each member follow the debates directly, simultaneously and continuously;
- and exercise their vote on every item put to the assembly.
A simple email poll is not enough: you need a setup that identifies the voter and ensures they could deliberate before voting. That is exactly what an online voting system built for assemblies provides.
Co-ownership: stricter rules
For co-ownerships, the Civil Code (article 3.87) frames voting more tightly, and this is where mistakes are costly. Two points deserve particular attention.
Proxies. One person may hold three proxies at most. And crucially, the syndic (managing agent) can never hold a proxy, not even from a spouse or associate. A vote gathered in breach of these rules weakens the whole decision.
Majorities. They are calculated by shares (thousandths), at four levels:
- simple majority (50% + 1) for day-to-day management;
- two-thirds for improvement works;
- four-fifths to change the base deed;
- unanimity to change how charges are split.
Remote voting is allowed, but the convocation must specify its arrangements. An online voting system must therefore compute majorities by shares, cap proxies and block the syndic's, otherwise it exposes you to a challenge.
What makes a remote vote contestable
Three causes recur when an assembly decision is attacked:
- quorum or majority miscalculated (especially in co-ownership, where everything is counted by shares);
- an irregular proxy (too many, or held by the syndic);
- a setup that does not guarantee the voter's identity or did not let them follow the debates.
Each of these is prevented by choosing a suitable tool and by a convocation that describes the voting arrangements precisely.
In short
Remote voting at a general assembly is legal and common, but validity is in the detail. For a non-profit: a remote assembly needs no statutory clause, but prior online voting does; the setup must verify identity and allow following the debates. For a co-ownership: three proxies maximum, never to the syndic, majorities by shares at four levels, and a convocation that specifies the arrangements. The right tool applies these rules automatically.
To understand the technical guarantees a voting system must offer, read The legal requirements for electronic voting. And if you are running a remote assembly and want an unchallengeable vote, let's talk.
