The general meeting is the body through which shareholders exercise their powers in a B.V. or N.V. It appoints and dismisses directors, adopts the annual accounts, resolves on distributions and amendments to the articles, and holds every power not conferred on another body by law or by the articles.
Legal basis
Article 2:217 of the Dutch Civil Code sets out the residual competence of the general meeting. Article 2:210 requires the management board to prepare the annual accounts within five months of the financial year end, extendable by five months, after which the general meeting adopts them. Article 2:238 allows resolutions to be passed outside a meeting, in writing, provided all persons entitled to attend agree to that method and any works council has been given the opportunity to advise.
Convening and conduct
The meeting is convened by the management board or supervisory board, with at least eight days’ notice unless the articles provide a longer period. The notice must state the subjects to be discussed; a resolution on a subject not announced is voidable, unless everyone entitled to attend is present and agrees.
Shareholders holding at least one per cent of the issued capital may request that an item be placed on the agenda. Where the board refuses to convene a meeting, shareholders representing at least one per cent may seek authorisation from the court in preliminary relief proceedings.
Where it goes wrong
In owner-managed companies the formalities are often skipped entirely, which causes no difficulty until there is a dispute. At that point a dismissal decided at an unconvened meeting, or a dividend resolved without the board’s approval under Article 2:216, becomes the centre of the case. Keeping short written minutes and observing the notice period costs almost nothing and removes the argument.
Related terms
See also articles of association (statuten), shareholders’ agreement and conflict of interest.
Our corporate law practice advises on decision-making and shareholder disputes.
