Article 2:227 of the Dutch Civil Code (Burgerlijk Wetboek) regulates who may attend the general meeting of a private limited company (BV). It provides that directors and supervisory directors, in that capacity, have an advisory vote (raadgevende stem). They may attend the meeting and give their view before a resolution is adopted, but they cannot vote.
Table of contents
What does an advisory vote mean?
The right to be present and to speak in the general meeting on every agenda item. It is not a right to vote: only shareholders with voting rights decide. The advisory vote also applies when the resolution concerns the director personally, such as his dismissal or discharge.
Who else may attend the general meeting?
Every shareholder and every holder of depositary receipts with meeting rights (vergaderrecht). They may attend, speak and, if they hold voting shares, vote. The meeting must be convened at least 8 days in advance (Article 2:225 Dutch Civil Code).
What if the advisory vote is ignored?
A resolution adopted without giving a director or supervisory director the opportunity to exercise the advisory vote can be annulled by the court, because a rule on the decision-making process was breached (Article 2:15 Dutch Civil Code). This is particularly relevant when a director is dismissed. If he was not properly invited or was not allowed to speak, the dismissal may be annulled or lead to a claim for damages.
What about resolutions outside a meeting?
Resolutions can be adopted in writing if all persons with meeting rights consent to this way of decision-making. Directors and supervisory directors must be given the opportunity to advise beforehand (Article 2:238 Dutch Civil Code).
Frequently asked questions
Can the articles exclude the advisory vote?
No. It is a mandatory statutory right of directors and supervisory directors.
Does a director have to attend?
No. The advisory vote is a right, not an obligation, but the director must be invited.
Related terms
- Article 2:244 Dutch Civil Code (dismissal of a BV director)
- General meeting of shareholders
- Supervisory board
- Depositary receipts for shares
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