NETHERLANDS Law and Practice Contributed by: Bastiaan Cornelisse, Bastiaan Kemp, Michel van Agt and Philippe Hezer, Loyens & Loeff
or corporate events (eg, the amendment of the arti- cles of association or dissolution of the company). 1.4 Variation of Shareholders’ Rights Dutch law allows for differences in certain rights attached to different classes of shares. Among other things, differences can be made to the voting and profit rights, allowing for high/low voting stock, and approval or nomination rights can be granted to cer- tain classes of shares. The BV can also issue shares that are without either profit rights or voting rights. Dutch law allows for loyalty schemes, granting addi- tional profit and/or voting rights to loyal shareholders if certain criteria are met. 1.5 Minimum Share Capital Requirements Dutch law does not impose any minimum share capi- tal requirements for a BV. A minimum share capital of EUR45,000 applies to the NV, and its articles of asso- ciation need to include an authorised capital. Shares are typically paid up in full upon issuance. In the case of an NV, it may be agreed that up to 75% of the nominal value of the shares will not have to be paid until called up by the company. In the case of a BV, it may be agreed that all or part of the nominal value is only paid once a certain period of time expires, or if called up by the company. 1.6 Minimum Number of Shareholders Dutch law does not impose any requirements for a minimum number of shareholders nor their jurisdiction of residence. However, the articles of association of a given company may include certain quality require- ments. 1.7 Shareholders’ Agreements/Joint Venture Agreements Shareholders’ agreements/joint venture agreements are commonly used in privately held Dutch compa- nies. Listed companies sometimes enter into relationship agreements with certain shareholders (typically, con- trolling shareholders). While shareholders’ agreements typically include broad provisions on governance and financial matters, among other things, relationship
agreements are typically more limited in scope and govern the relationship between the listed company and the relevant shareholder(s). 1.8 Typical Provisions in Shareholders’ Agreements/Joint Venture Agreements Shareholders’ agreements commonly address a wide range of topics, including: • certain aspects of the company’s governance, such as board composition, appointment rights and information rights; • voting arrangements; • reserved matters subject to supermajority approv- al; • profit allocation clauses, including waterfalls; • tag-along and drag-along rights; • leaver provisions; and • confidentiality, non-compete and non-solicitation clauses, with contractual penalties if breached. In principle, shareholders’ agreements are enforce- able among parties and, in certain cases, may impact governance and applicable fiduciary duties even if the company itself is not a party to the agreement. Shareholders’ agreements in private companies are not public and often include confidentiality clauses. 2. Shareholders’ Meetings and Resolutions 2.1 Types of Meeting, Notice and Calling a Meeting A distinction is typically made between two types of shareholders’ meetings, namely annual general meet- ings and extraordinary general meetings: • the NV is required to hold an annual general meet- ing within six months after the end of the compa- ny’s financial year, unless the articles of association provide for a shorter period; and • the BV is required to either hold an annual general meeting or have the general meeting adopt resolu- tions outside of a general meeting at least once a year (eg, by means of a written resolution).
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