Limited liability companies in the Netherlands
are set-up as per the commercial law and by using the contributions of two or more shareholders
. The individuals who choose to invest assets in a Dutch company have a series of rights for voting, drawing up agreements and being informed about the company’s evolution. They are also required to handle important company decisions.
Private limited liability companies and public limited liability companies in the Netherlands are the two types of companies that have shareholders. If you want to open a company in the Netherlands that falls under one of these two types you will need to know the basic shareholder’s rights.
Shareholder’s rights in the Netherlands
The rights of a shareholder in the Netherlands can depend on the type of acquired shares. Although the typical shares of a company are common ones, the founders may specify that alternative shares are created.
give the holder the right to have additional rights for profits or liquidation earnings. Similarly, priority shares
give the holder certain special rights. Private limited companies can also have non-voting shares. Only public limited companies, the Dutch NVs can issue transferable shares
The general rights held by a shareholder in the Netherlands include:
- voting rights;
- dividend payment rights;
- access to information about the company;
- ability to decide upon the liquidation of the company;
Shareholder’s duties in the Netherlands
The General Meeting of Shareholders
within a Dutch company has a series of attributions. It can appoint an accountant in the Netherlands
and, if necessary, can make a claim against a company director. The General Meeting has the important task of appointing the managing directors of a company. This is applicable both in the two-tier board system as well as in the one-tier board.
Shareholders can enter into a special shareholder’s agreement when they can create special clauses regarding their co-operation, the corporate management of the company or the transfer of shares. Voting agreements can also be concluded.