If a company has several shareholders it is recommended to outline the relationship in a shareholders’ agreement. A good shareholders’ agreement can contribute to smooth decision making and can prevent shareholders’ disputes. 

A shareholders’ agreement is concluded in addition to the articles of association. You might wonder whether or not all corporate issues should be laid down in the articles of association but the shareholders’ agreement has a number of advantages compared to the articles of association. The articles of association are subject to company law, whilst shareholders have more freedom to outline their relationship in their own way in a shareholders’ agreement. The shareholders’ agreement can also be amended by mutual consent, without the involvement of a notary. A third advantage of a shareholders’ agreement is confidentiality. Unlike the articles of association, a shareholders’ agreement does not have to be filed with the Chamber of Commerce.

In order to ensure smooth decision making agreements can be made and laid down in the shareholders’ agreement as to the use of voting rights, appointment and dismissal of directors or the supervisory board, capital contribution, dividend and confidentiality. Agreements as to the exit of a shareholder and how disputes should be resolved can also be outlined in the shareholders’ agreement.

Further information

GMW advocaten has experience in drafting shareholders’ agreements. Do you have questions about shareholders’ agreements or would you like to discuss a case? Please contact the Company and Insolvency section.