A corporation has two statutory bodies: the board of directors and the general meeting of shareholders. The partners’ meeting consists of all partners involved. As a partner in a corporation, you are entitled not only to a share of the profits, but also to voting rights during the shareholders meeting. During this meeting, the partners’ meeting exercises its powers by passing resolutions. Our attorneys in the Netherlands are specialized in corporate law, among other things, and will explain to you exactly what a shareholders meeting in the Netherlands entails and which requirements must be met for a partners’ meeting to be legally valid.
Convening of a general meeting under Dutch law
As mentioned above, the general meeting exercises its powers by passing resolutions or taking decisions. Resolutions must be passed by an absolute majority of votes, unless otherwise provided. Each partner has at least one vote. The articles of association may provide that electronic voting may also be carried out prior to the general meeting.
The general meeting of shareholders has many different powers, which are granted to it by law. Examples include the appointment and dismissal of directors, the approval of annual accounts, amendments to the articles of association and the issue of company shares. The articles of association may also confer other powers on the general meeting. Our attorneys in Amsterdam, with their many years of experience in company law, can also assist you in the drafting of the articles of association.
Formalities for convening a general meeting of shareholders
The formalities for properly convening a general meeting are very different for the Dutch BV (besloten vennootschap) and the NV (naamloze vennootschap). For this reason, the BV and the NV are discussed separately. For both, however, it is a legal requirement that the general meeting is convened at least once a year. In principle, the board of directors and the supervisory board have the power to do so, but the articles of association can give this power to others.
Shareholders’ meetings in the BV
In the case of a BV, one or more members representing at least one hundredth of the issued capital may request the management board or supervisory board to convene a general meeting of members. The partners’ meeting is convened by means of letters of invitation sent to the addresses of the partners and other persons entitled to attend the meeting. It is important that the notification period of 8 days is observed.
Shareholders’ meetings in the NV
In the case of a NV, the general meeting of shareholders may apply to the judge for interim injunctions (voorzieningenrechter) if one tenth is represented. In the case of a NV, the convening of the general meeting is published in a national newspaper. In the case of a NV, a notice period of 15 days applies.
For both types of company, the invitation to the general meeting must also specify the items on the agenda to be discussed. If this is not observed or the notification deadline is not met, no resolution can be passed. It is not absolutely necessary to be present in person as a partner. If the articles of association provide for this, it is possible to participate in the meeting by means of an electronic means of communication. The partners’ meeting is held at the place specified in the articles of association or in the municipality of the company’s registered office. This can also be a place outside the Netherlands.
Resolutions passed outside the general meeting
Resolutions may also be passed outside the shareholders’ meeting. For the BV this is only possible if all those entitled to attend the meeting have given their consent. In the case of the NV, a basis in the articles of association is required so that decisions can be taken outside the partners’ meeting. Resolutions can then only be adopted unanimously and the vote must be in writing.
Dutch attorney specialised in company law
Do you have any questions about Dutch company law or do you need specific legal advice in Holland on the subject of general meetings in the Netherlands? Our experienced English-speaking specialist attorneys in Holland will be happy to help you.
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