A shareholders’ agreement is not mandatory but advisable for any cooperation in the legal form of a private (BV) or public (NV) limited company.
The trend is to keep the articles of association as simple as possible and to draw up an extensive shareholders’ agreement. A shareholders’ agreement is not public and can be amended by the parties without the intervention of a notary.
The importance of a shareholders’ agreement
Cooperation in a BV or NV without a shareholders’ agreement is hardly imaginable nowadays. At least, we recommend a shareholders’ agreement in all cases where there is more than one shareholder. For example, professional (informal) investors will require a shareholders’ agreement when becoming shareholders, but also sensible parties in start-up situations and joint ventures want to make agreements on all crucial issues.
The law and the articles of association of a company mainly regulate the internal organisation. They also determine, to a limited extent, the mutual relationship between the shareholders. A shareholders’ agreement can be drawn up to supplement the law and the articles of association. The company and directors are often also parties to such an agreement.
A shareholders’ agreement is a contract in which almost anything can be agreed. As every collaboration is different and every party has its own interests, there is no one-size-fits-all model, and legal knowledge is a prerequisite.
Subjects that are often regulated in a shareholders’ agreement are:
- Financing of the company
- Dividend policy
- Conditions of a shareholder’s offer of shares
- The value of the shares
- Entitlement to a payment arrangement
- Competition and relationship clauses
- Confidentiality clause
- Breaking an impasse and dispute resolution
Disputes and legal proceedings
In recent years, we have seen a sharp increase in the number of disputes and proceedings between shareholders, management and supervisors. The reason for this is that often no agreements were made or no proper shareholders’ agreement was drawn up.
In the event of a conflict, a judge almost never decides which shareholder ‘must go’, but appoints experts to investigate instead. This leads to costly procedures that could have been avoided if a proper shareholders’ agreement had been drawn up.
Do you recognise this problem? Feel free to contact one of our specialists for an exploratory discussion. We will be happy to assist you.