As a shareholder of a Dutch BV (corporation with limited liability) or NV (Dutch legal form of the public limited company) you can resell your shares at any time. The purchase and sale of shares is normally a voluntary matter. However, it is also possible that you may be forced to sell, for example, because of internal differences of opinion or because a co-shareholder holds the majority of the shares and aims to become a 100% shareholder. As far as buying out shareholders in the Netherlands is concerned, Dutch law provides for three common procedures. Our corporate attorney in the Netherlands Renso van Wieringhen Borski explains the procedures.
In this article, our Dutch corporate attorneys in the Netherlands explain the various procedures for buying out shareholders in the Netherlands and what you can do in the event of a (looming) shareholder dispute. This concerns a procedure in favour of the shareholder who forces the rest of the shareholders to buy out their shares, the so-called squeeze-out procedure with which the exclusion of a shareholder can be forced and a procedure in favour of a main shareholder who wants to buy out the remaining minority shareholders.
Buyout procedure in the Netherlands via means of a notice of withdrawal
Depending on the respective legal system, there are various forms of buy-out procedures that may be carried out under different conditions and in different situations. A shareholder whose rights or interests have been demonstrably damaged by the conduct of one or more co-shareholders to such an extent that the continuation of a shareholding can no longer be expected of him may submit a notice of rescission.
Minority shareholders buy out in the Netherlands
A shareholder who holds at least 95% of the shares of a company has the right to demand that the last remaining shareholders also transfer their shares. Even if this should happen against their will. However, the judge refuses to do so if
• a minority shareholder suffers significant material damage as a result of the transfer, despite the compensation to which he is entitled,
• a minority shareholder holds a share that is associated with special control,
• the applicant has waived this right in advance
Dutch attorney for buying out shareholders
MAAK is a Dutch law firm with a focus on contract negotiations and M&A transactions (mergers and acquisitions). Are you looking for a Dutch attorney for buying out shareholders? Our Dutch attorneys in the Netherlands have many years of specific experience with the (legal) position analysis of foreign companies in the Netherlands. We know the perspective of shareholders, managing directors as well as the supervisory board and, in case of a conflict of interest, we can also initiate proceedings before a Dutch civil court or summary proceedings before the Chamber of Commerce in Amsterdam and advise you on important questions concerning the transfer of shares and the buy-out of co-partners.
Misconduct Shareholder in the Netherlands
A shareholder who has demonstrably committed serious misconduct or violated his duties in his function may be excluded from the rest of the shareholders. Shareholders (who together own at least 1/3 of the shares) have the right to demand that the shareholder in question transfer his shares if his misconduct has damaged or has damaged the interests of the company to such an extent that a joint cooperation has no future. This buy-out procedure is laid down in the Dutch Civil Code and is considered an instrument against shareholders who have committed (serious) misconduct.
Dutch attorney specialized in company law
Do you have any questions about the Dutch Company Law or do you need specific legal advice in the Netherlands regarding the purchase of shares under Dutch law? Our experienced Dutch attorney specialized in company law, Renso van Wieringhen Borski, will be happy to help you.