Disputes between shareholders

The relationships amongst shareholders can have their ups and downs. Difficult situations can be at the expense of the company.

The regulations on disputes in the civil code

The civil code regulates disputes which briefly cover that the shareholder can ask the court to compel another shareholder to sell his shares (also known as a forced sale) or to compel the other shareholder to buy the shares from the shareholder making the demand (also known as enforced withdrawal). The idea behind this is that shareholders who disagree with each other and are unable to resolve their conflict, jeopardising the survival of the company, must have the opportunity to go their separate ways. These demands must be submitted to the court. If the court also agrees that the claims should be upheld, the judge shall appoint an expert, generally an accountant, who determines the value of the shares. The parties are then obliged to provide and/or purchase the shares for the price determined.

Flexible legislation for private companies

The legislation which entered into effect with the introduction of the Act for the simplification and flexibility of private company law (“Flex BV”) is aimed at speeding up the process and making it more flexible, amongst other things, by providing the possibility for contractual or statutory provisions to supersede legal regulations. This means that parties can determine an arrangement for the settlement of disputes as they see fit. It can, for example, make it possible for a conflict to be settled by arbitrators or by the Netherlands Enterprise Court at the Amsterdam Court of Appeal.

The parties can also make arrangements in the articles of association about the valuation of shares. If parties have agreed on a sufficiently clear standard for measuring the value and the court can determine the price itself on this basis, the appointment of experts may not be necessary. In that case, the court can determine the price directly in its decision about the transfer of shares. If the parties are already in agreement about the transfer, but need to agree on the price, it is also possible for the determination of the price to be left to the court.

More information

GMW lawyers will be happy to help you with all your company and business litigation issues. If you have any questions, please contact us directly using the enquiry form below or +31 (0)70 3615048. Our company law lawyers will be glad to support and advise you.

More information >

Lawyers

Christiaan Mensink

Christiaan Mensink

Read more about this lawyer
Janine van den Bemt

Janine van den Bemt

Read more about this lawyer
Lucie Burggraaff

Lucie Burggraaff

Read more about this lawyer
Mechteld van Veen-Oudenaarden

Mechteld van Veen-Oudenaarden

Read more about this lawyer
Stephanie de Wit

Stephanie de Wit

Read more about this lawyer

Are you looking for a company law lawyer in The Hague?

GMW lawyers will be happy to help you with all your company law issues and business disputes. Do you have a question? Feel free to contact us.

"*" indicates required fields

newsletter?

You might also like

Buyout of minority shareholders

5 March 2024

Buyout of minority shareholders

The advantages, requirements and bottlenecks of the forced buyout of the last 5%, the minority shareholders.

Read more

Read more about
Private or commercial suretyship?

21 June 2023

Private or commercial suretyship?

A lender will almost always require security when providing loans. This not only includes collateral security, such as pledges and mortgage rights, but also personal security.

Read more

Read more about

1 February 2023

Will the Baby BV evolve?

A Baby BV is a tax structure where parents set up a limited liability company. Upon incorporation of the Baby BV, their minor children are issued with shares.

Read more

Read more about

22 August 2022

Compensation for a loss in value of shares

Reduction in the value of my shares: am I entitled to compensation?

Read more

Read more about

11 July 2022

Seizure of digital assets

Read more about the seizure of digital assets below.

Read more

Read more about

6 June 2022

Liquidation by arrangement

What is liquidation by arrangement?

Read more

Read more about

30 May 2022

Is a bank obliged to offer a business a checking account?

Having a bank account is necessary for a company in most cases.

Read more

Read more about

10 June 2021

Contractual expiry periods and bankruptcy

On April 1, 2021, an arbitral award was rendered between a contractor and a client.

Read more

Read more about

15 March 2021

Dispute with your co-shareholder: what to do?

It may happen that disagreements arise between you and your co-shareholder (s).

Read more

Read more about