Shareholders’ agreement in the Netherlands

Published on 24 September 2021 · Last updated 25 October 2026

A shareholders’ agreement (in Dutch: aandeelhoudersovereenkomst) is a contract in which shareholders of a Dutch private company (BV) or public company (NV) make arrangements on top of the articles of association, for example on voting, share transfers and exit. It is not required by law and binds only its parties. Unlike the articles, it can be amended without a notarial deed (Article 2:234 Dutch Civil Code).

Directors and shareholders must follow Dutch company law and the articles of association. On top of that, the shareholders, often together with the company, can agree additional arrangements in a shareholders’ agreement. Our corporate law attorneys in the Netherlands explain the key issues.

How do the articles of association and a shareholders’ agreement interact?

The legal provisions in the Netherlands, the articles of association, and Shareholders’ Agreements all contain several provisions regarding the relationship between shareholders. An agreement between shareholders is often created to add additional provisions.

A shareholders’ agreement cannot set aside mandatory law or the articles with effect for the company. A resolution that conflicts with the law or the articles is void or voidable (Articles 2:14 and 2:15 Dutch Civil Code). A breach of a shareholders’ agreement is not, as such, one of those grounds, although the circumstances can make a resolution voidable for conflict with reasonableness and fairness (Article 2:15(1)(b) with Article 2:8). The agreement mainly gives contractual claims between its parties. For BVs, the law contains a default rule that a shareholder must first offer his shares to his co-shareholders, unless the articles provide otherwise (Article 2:195(1)). The articles can also attach contractual obligations to shareholding, but not against the will of a shareholder (Article 2:192(1)). Important arrangements are therefore often laid down in both documents.

Why conclude a shareholders’ agreement?

A shareholders’ agreement is not mandatory, but it has clear benefits. The parties can agree what happens in specific situations, for example when a shareholder wants to sell his shares. They can also agree which board decisions need prior approval. Such arrangements bind the board only if the company or the directors are party to the agreement, and directors must always act in the interest of the company and its business (Article 2:239(5) Dutch Civil Code). Approval rights and binding instructions within the company must be based on the articles (Article 2:239(3) and (4)). A good shareholders’ agreement makes clear how the parties will deal with each other and helps to avoid disputes. It can also be amended more easily than the articles, which require a notarial deed (Article 2:234), and it is often easier to read. Both documents sit within corporate law in the Netherlands.

What does a shareholders’ agreement usually cover?

A Shareholders’ Agreement can be customized in every way. A Dutch lawyer should know the specific needs of a company´s shareholders to create a custom-made Shareholders’ Agreement. A Shareholders´ Agreement will often include the following topics and clauses:

The company’s intended structure
Description of the roles of each individual in the company
The selection of supervising and managing directors
Management fee and salary guidelines
Management and shareholders rights and obligations
Exercising voting rights
Selling of shares
The sale price
Contribution capital
Rules regarding the company’s debt, such as who must contribute and how they must be repaid
Dispositions regarding the dividend policy
Equity rules for the company
Non-compete clause
Exit arrangements
Confidentiality
Clauses concerning infringements
Policies and dispute resolution clauses
The business plan

A Shareholders’ Agreement that is well-drafted and clear sets out expectations and establishes clear conditions from the beginning.

Why set out the entire relationship between shareholders?

In the Netherlands, the articles of association of a company (often a BV) regulate part of the relationship between shareholders, such as how and when decisions are made and which majorities are required. Where the articles are silent, the Dutch Civil Code (Burgerlijk Wetboek) provides the rules; for example, resolutions of the general meeting are adopted by an absolute majority of the votes cast, unless the law or the articles require a larger majority (Article 2:230(1)). A shareholders’ agreement can set out the entire relationship between the shareholders in one document.

How can a shareholders’ agreement protect minority shareholders?

A shareholders’ agreement can require a larger majority for important decisions of the general meeting, or the consent of the minority shareholder. Such a clause works between the parties. A resolution adopted with the majority required by the law and the articles remains, in principle, valid; to give the higher majority effect within the company, it must also be included in the articles (Article 2:230(1)). Independently of any agreement, a shareholder whose rights or interests are harmed by the conduct of co-shareholders to such an extent that continuing as a shareholder can no longer reasonably be required of him can ask the Enterprise Chamber of the Amsterdam Court of Appeal to order them, or the company, to take over his shares (Article 2:343(1)).

How are shareholders who are not directors protected?

Shareholders who are not directors are not always aware of all the ins and outs of the company. By law, the board and any supervisory board must give the general meeting all information it requests, unless a compelling interest of the company opposes this (Article 2:217(2) for the BV; Article 2:107(2) for the NV). A shareholders’ agreement can add a duty to report periodically and can make certain management decisions subject to approval.

A shareholders’ agreement binds the parties that sign it: usually the shareholders and sometimes the company itself. Directors are only bound in their personal capacity if they are a party. It is always advisable to include provisions on how disputes are resolved, so that all parties know their rights and responsibilities.

How do you amend a shareholders’ agreement?

In principle, all parties to the shareholders’ agreement must agree to an amendment, unless the agreement itself provides otherwise. That is not necessarily all shareholders. No notarial deed is needed to amend the agreement. If the change also requires an amendment of the articles, that amendment must be laid down in a notarial deed (Article 2:234 for the BV; Article 2:124 for the NV). Seek legal advice before making changes, so that both documents remain aligned.

What if a shareholder breaches the shareholders’ agreement?

When shareholders disagree, the shareholders’ agreement is often the starting point. If a party does not comply, the other parties can claim performance, for example in summary proceedings (Article 3:296 Dutch Civil Code), damages (Article 6:74) or an agreed penalty (Article 6:91). Quick action is often necessary.

Dutch law also has a statutory dispute resolution procedure for BVs and NVs whose shares or depositary receipts are not admitted to trading on a regulated market, a multilateral trading facility or a comparable system in a non-EU state (Article 2:336). Shareholders holding at least one third of the issued capital can ask the Enterprise Chamber to order a shareholder whose conduct harms the company’s interest to such an extent that his continued shareholding cannot reasonably be tolerated, to transfer his shares (Article 2:336a(1)). Conversely, a shareholder can request an exit under the conditions of Article 2:343 described above. The articles or an agreement can provide that such disputes are submitted to arbitration (Article 2:337(2)).

Frequently asked questions about shareholders’ agreements in the Netherlands

What is a shareholders’ agreement?

A contract between shareholders of a company, sometimes with the company as a party, that adds to the articles of association. It typically covers voting, decision-making, share transfers, exit, dividend policy, non-compete and dispute resolution. It binds only its parties; the articles bind the company and all shareholders.

Do you need a notary for a shareholders’ agreement in the Netherlands?

No. A shareholders’ agreement can be concluded and amended without a notary. A notarial deed is required to incorporate a BV (Article 2:175(2) Dutch Civil Code) and to amend its articles (Article 2:234). A transfer of BV shares, for example under the sale or exit rules of the agreement, also requires a deed executed before a civil-law notary in the Netherlands (Article 2:196(1)). Arrangements that are also laid down in the articles, and share transfers, therefore do involve a notary.

Are shareholders liable for the debts of a Dutch BV or NV?

As a rule, no. A shareholder is not personally liable for what is done in the name of the company and need not contribute to its losses beyond the amount to be paid on his shares (Article 2:175(1) for the BV, Article 2:64(1) for the NV). Exceptions include obligations attached to shares under the articles (Article 2:192) and the duty of a shareholder who received a distribution while knowing, or reasonably having to foresee, that the BV could not continue paying its debts to compensate the resulting shortfall, up to the amount received (Article 2:216(3)).

Does a shareholders’ agreement prevail over the articles of association?

Not with effect for the company. A resolution that conflicts with the law or the articles is void or voidable (Articles 2:14 and 2:15 Dutch Civil Code), but a breach of a shareholders’ agreement is not, as such, one of those grounds. Between its parties the agreement remains binding, so a breach can lead to claims for performance, damages or a penalty.

Can a shareholder be forced out of a Dutch company?

Yes. Shareholders holding at least one third of the issued capital can ask the Enterprise Chamber to order a shareholder to transfer his shares if his conduct harms the company’s interest to such an extent that his continued shareholding cannot reasonably be tolerated (Article 2:336a Dutch Civil Code). Conversely, a shareholder whose rights or interests are harmed by co-shareholders to such an extent that he cannot reasonably be required to remain a shareholder can request an exit (Article 2:343). A shareholders’ agreement often contains its own exit and transfer rules as well.