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Share capital The share capital needs to have a value of at least € 0,01, for the B.V., € 45,000 for the N.V. and € 120,000 for the S.E. Types of shares Ordinary shares have voting and dividend rights. Solely in the B.V. it is possible to have shares without voting rights or shares without profit rights. Each share should have at least either voting rights or profit rights (and may have both rights). Other types of shares are preferred shares, which have a preference over the profits and priority shares, which entitle the holder to a right of approval in respect of certain board or shareholder resolutions. Obligations for shareholders The articles of association of a B.V. may impose certain obligations on the holders of shares which go beyond paying for the issued shares. For instance, the obligation to enter into a joint venture agreement or a shareholder’s agreement. Acting in contravention with such additional obligations may trigger a suspension of the voting rights attached to the shares or the obligation to offer the shares. However, this is not mandatory. Issue and transfer of shares The issue and transfer of shares requires a notarial deed, unless shares are listed on the stock exchange. The articles of association may contain a clause which provides pre-emptive rights for existing shareholders or a right of prior approval for the transfer by a certain body of the company. Shareholders’ meeting The shareholders’ meeting is the highest body within a B.V. and decides on all matters which are not within the competence of other bodies. As a result, the shareholders meeting decides on
e.g.: adopting the annual accounts, amending the articles of association, appointment, and dismissal as well as the deciding on the remuneration of managing directors and supervisory directors, and the winding up of the company. Shareholders’ resolutions Shareholders’ resolutions are taken by simple majority, based on the nominal value of the shares, unless the articles of association provide for a special majority and/or quorum. In respect to the dismissal of directors the required majority may not be more than two-thirds of the votes representing at least half of the issued share capital. Should the articles of association demand a larger majority or quorum, such provisions will be null and void. Ultimate beneficial owner As of September 2020, it is required to list the natural person or persons which are the ultimate beneficial owner of a legal entity in the registry held by the Dutch Chamber of Commerce. Board The board consists of one or more directors. Their appointment and remuneration is decided on by the shareholders meeting. There are no restrictions on nationality or place of residence of directors. Nevertheless, as of July 2016 it is possible that a specific natural person is forbidden by the court to be a director. It is not required to appoint a natural person. Legal entities may also be appointed as director. The company is represented by the board, each director, or two or more directors jointly (dependent on the provisions of the Articles of Association). In principal representation is fully and unconditional but can be limited and/or made conditional in the Articles of Association or in a Shareholder’s Agreement. One can for
ILN Corporate Group – Establishing a Business Entity Series
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