They regulate, for example, the purpose of the company, the method of appointment and dismissal of directors, as well as the manner in which the general meeting of shareholders is convened, which must represent the company and the rules applicable to the issue of shares. Questions you do not wish to disclose, such as. B financial agreements should therefore be defined in the shareholders` agreement. The articles of association of a company in the Netherlands (usually a BV) set rules on the relationship between shareholders: how and when decisions are taken, which decisions require a super majority of votes, etc. If the articles of association do not govern these matters, the Civil Code of the Netherlands (BW) establishes general rules on relations between shareholders. Since the introduction of the Dutch flex-BV, many issues can be addressed in the statutes. So why not include all the agreements in the statutes? Why enter into a partner`s contract? There are two reasons for this: shareholder agreement The shareholder agreement deals in detail with the collaboration of shareholders. This agreement contains specific agreements on the day-to-day activities of the partners. Where a Dutch limited liability company (BV) has more than one shareholder, shareholder agreements are usually recorded in a shareholders` agreement. An association agreement may include agreements contrary to the statutes or legal provisions. Although the law sets out several rules on shareholder relations and, in the case of BV`s, provisions that must be included in the articles of association to limit the transfer of shares, this does not mean that shareholders can enter into all kinds of agreements to circumvent these laws. Are you planning to start a business with one or more partners? In this case, it is recommended to conclude the mutual agreements and define them in a shareholders` agreement. What can be addressed in this agreement? And why can`t these issues be settled by the statutes alone? Would you like to make arrangements and include them in a shareholders` agreement? Wondering what can be arranged? We are happy to help you make and make the necessary arrangements, please contact us: the lawyers of the law firm AMS in Amsterdam can help you establish a partner contract or status adapted to your needs, advise you on the (non)validity of certain provisions and help you in case of dispute (recourse) with other shareholders.
To amend the agreements defined in the shareholders` agreement, all persons who are parties to the agreement must agree with it (not necessarily all shareholders of the company). Therefore, consultation of the works council is not necessary and no notary is required for the amendment. However, it is recommended that you get legal advice beforehand so that you can actually determine what you had in mind.