NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
4.3 Shareholder Meetings General
apply to micro and small companies. Loans, advances and guarantees for directors must also be disclosed. Dutch listed companies must publish a clear and understandable remuneration report summarising remuneration awarded or due to individual directors in the previous financial year. The report is submitted to the annual general meeting for an advisory vote, published on the company’s website for ten years and checked by the external auditor for completeness.
Both BVs and NVs must have one general meeting a year. The annual general meeting of an NV must be held within six months after the financial year-end, unless the articles provide for a shorter period. A BV must hold an annual general meeting once a year, unless all shareholders are also directors and the sign - ing of the annual accounts by all directors counts as adoption, unless the articles provide otherwise. Extraordinary Meeting Extraordinary meetings may be convened for matters that need to be addressed between annual meetings. Convening of a General Meeting The management board and supervisory board may convene a general meeting of an NV/BV. The articles may also grant this power to other parties. Sharehold - ers whose shareholding exceeds a certain threshold may request a meeting and, if refused, enforce this in court. Meetings are held at a place permitted by the articles and Dutch law. Digital Meeting A legislative proposal to facilitate fully digital general meetings was adopted by the House of Representa - tives on 16 December 2025 and is pending before the Senate. As at April 2026, the bill has not entered into force. Dutch companies can therefore hold physical or hybrid meetings, but not yet a fully digital general meeting on a permanent statutory basis. Procedure at a General Meeting Resolutions are adopted by absolute majority ( vol- strekte meerderheid ) – ie, more than 50% of votes validly cast – unless Dutch law or the articles require a qualified majority. In an NV, each shareholder has at least one vote. In a BV, deviations are allowed and non-voting shares may be created. Other parties may have meeting rights. Managing and supervisory direc -
4. Shareholders 4.1 Companies and Shareholders
The management board manages the company; see 2.2 Types of Decisions and 3.6 Legal Duties of Direc- tors/Officers . Shareholders provide the equity and, in principle, are liable only up to the amount of their investment in the company. They do not participate in most corporate decisions and may establish contrac - tual arrangements with the company, such as relation - ship agreements. See 2.2 Types of Decisions regard - ing the adoption of resolutions by the general meeting. 4.2 Role of Shareholders In general, shareholders are not involved in the man - agement of the company. The articles of association may stipulate that the management board must act in accordance with instructions of a corporate body of the company, such as the general meeting. The man - agement board should assess whether the instruc - tion is in the interest of the company and its affiliated business. It follows from case law that the management board, under the supervision of the supervisory board, is responsible for determining the policy and strategy of the company and its business. The management board is accountable to the general meeting in respect of its policy and strategy, but is not obliged to involve or consult the general meeting in advance unless stat - utory provisions or the articles provide otherwise. The general meeting may express its opinions by exercis - ing its legal or articles-based powers. Shareholders cannot force the company to include voting items on the agenda in respect of matters that fall within the powers of the management board, such as determin - ing policy and strategy.
tors have an advisory vote. 4.4 Shareholder Claims
The main proceedings through which shareholders can initiate legal proceedings against the company or directors are inquiry proceedings. Shareholders can
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