An interesting change that will perhaps be overlooked at first is the possibility to divide voting rights of shareholders. Such a division is especially important when establishing or redesigning a joint venture. It may also be used to give certain shareholders, such as investors or banks, more or fewer rights.
The Granting of Various Powers
The entry into force of the Flex-BV legislation on 1 October 2012 extended possibilities to grant powers of bodies within a BV to other bodies. It is now possible, for instance, to grant certain powers which were formerly the exclusive domain of the general meeting (of shareholders) to the holders of shares of a particular class or designation. This special group of shareholders, being a minority within the total group of shareholders, may still adopt certain resolutions which could formerly be taken with the consent of particularly the majority shareholders.
Distinction According to the Number of Votes
A possibility to make such a distinction is the granting of various voting powers to shares. Whereas in the past as a rule every holder of a share had one vote at the meeting, it is now possible to make exceptions to this rule by determining that holders of certain shares may cast more, fewer or even no votes at all in the meeting. A distinction per resolution is not possible. We cannot determine that a specific shareholder may cast two votes in one resolution and may cast five votes in a different kind of resolution.
Distinction According to Resolutions
Besides this differentiation in voting rights it is therefore also possible to distinguish according to the nature of the resolutions themselves. For instance, it may be stipulated in the articles of association that one or more directors or supervisory directors will be appointed, suspended or removed by the holders of shares of a particular class or designation. Other powers that may be granted to holders of shares of a particular class or designation are, inter alia, adopting resolutions to issue shares, the profit appropriation and the determination of distributions, the remuneration of directors and approving the transfer of shares within the scope of a share transfer restriction under the articles of association. However, a number of resolutions remains reserved for the general meeting, such as the resolution to amend the articles of association and the adoption of the annual accounts.
Amendment of the Articles of Association
The introduction of these special rights requires an amendment of the articles of association. If you would like to receive more information about the possibilities in your specific situation, we would be pleased to explain them to you in a personal meeting.