Posted on: 06-02-2020

Do I need a Shareholders Agreement?

Written by:

Marcel van den Ende

Shareholders Agreements in the Netherlands

In the Netherlands, a shareholders' agreement is an agreement in which shareholders of a Dutch public limited company (N.V.) or a private limited company (B.V.) further regulate their legal relationship in addition to or in derogation from the company's articles of association. The shareholders' agreement often also includes a voting agreement, which further regulates the manner in which the voting rights are exercised.

The shareholder agreement is not necessary. The shareholders and directors of a private company must behave according to the rules laid down in the Netherlands Company Law laid down in the Dutch Civil Code and the articles of association of the company. However, directors and shareholders may choose to create a Shareholders Agreement to govern the relationship amongst them within a company.

Shareholders Agreement in the Netherlands

What are the benefits of a Shareholders Agreement?

Although having a Shareholders Agreement is not a mandatory or legal requirement, having a well-prepared agreement offers benefits. It allows the parties to make specific arrangements that must be followed in certain situations, for example if a shareholder wants to sell his shares. Management regulations can also be included, so that it is clear in advance how decision-making will take place in the board of directors. With a good Shareholders Agreement, all stakeholders know in advance how they will deal with each other and that can prevent disputes.

Protection of minority shareholders

It can be arranged in a Shareholders Agreement that far-reaching decisions in the general meeting of shareholders must be subject to an increased majority. It can thus be arranged that the consent of the minority shareholder is required to be able to take such decisions.

Protection of shareholders who are not directors

As long as all shareholders are also directors, they will be well aware of the ins and outs of the company. This is different for shareholders who do not hold a management position. In that case, they are entirely dependent on the information provided by the board. A Shareholders Agreement may include an obligation to keep shareholders informed and certain management decisions may be subject to the approval of the general meeting.

The Shareholders Agreement thus acts as a contract between shareholders and directors and that can help the parties to arrange their relationship and business arrangements. If a dispute arises within the company, then it is very welcome if the Shareholders Agreement also contains provisions on how this should be resolved and this may prevent disputes from arising at all. After all, all involved know better what their rights and responsibilities are.

What provisions are included in a Shareholders Agreement?

Some important clauses that are often included in a shareholder agreement are:

  • The intended structure of the company
  • Rights and obligations of shareholders and management
  • A description of the involvement of each person in the company
  • Rules relating to the debt of the company, including who must contribute funds and how these must be repaid
  • A non-competition clause
  • Clauses relating to infringements
  • Confidentiality
  • Rules regarding the equity of the company
  • Policy and dispute settlement clauses
  • Exit arrangements
  • Provisions regarding the dividend policy
  • Rules about management fee and salaries
  • The business plan

A good shareholder agreement creates clear preconditions from day one and ensures realistic expectations. It is therefore a very useful document.

Ask your question

Minerva Advocaten is happy to assist you in establishing agreements for a new cooperation. Please contact us to discuss your situation without obligation. Then we can indicate what we can do for you, so that you know where you stand with us. Our motto is not for nothing: "Your problem, our concern."

More information?

Marcel van den Ende will gladly help you further.

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