Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/3.3.3:3.3.3 Members

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/3.3.3

3.3.3 Members

Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.

In order to invoke the unfür prejudice remedy, one has to qualify as a member. Members within the meaning of CA 2006 are persons who have agreed or who are deemed to have agreed on becoming members of the company and who are entered in the register of members.1

In any case, a member is a shareholder of the company, but a shareholder is not necessarily a member. Shares in Ltds are usually certificated and can be transferred by means of a three-step process. The transferor needs to fill in a transfer form and deliver this form together with the share certificate(s) to the transferee. Thirdly, the transferee has to agree on becoming member and has to be registered in the members' register.2

S. 994 (2) CA 2006 states that the unfür prejudice remedy also applies to shareholders who are not members, but to whom shares in the company have been transferred or transmitted by operation of law. The principal examples of transmission of shares by operation of law are death and bankruptcy.3

The percentage of shares held by the shareholder is not of relevance for the application of the unfür prejudice remedy. Even a majority shareholder is entitled to petition, though he will usually be able to redress prejudice by means of his control.

Deze functie is alleen te gebruiken als je bent ingelogd.