Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.9.4:6.9.4 Relationship with proceedings for nullification of resolutions

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.9.4

6.9.4 Relationship with proceedings for nullification of resolutions

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.

As mentioned before, a shareholder may also start proceedings for nullification of resolutions. The proceedings for nullification of resolutions are governed by Art. 2:15 DCC. Pursuant to paragraph 1 of this Article, the court can declare nullification of a resolution:

(a)

on the ground that the resolution is contrary to statutory provisions regulating the passing of resolutions or provisions in the articles of association regulating the passing of resolutions;

(b)

on the ground that the resolution is contrary to the principles of reasonableness and fürness required onder Article 2:8 DCC;

(c)

on the ground that the resolution is contrary to any by-laws of the company.

Nullification proceedings can be started at the District Court. For this study, it is of interest that a resolution of the company, such as a resolution of the general meeting or of the management board, can be nullified when this resolution is contrary to the principles of fürness and reasonableness. In this respect Art. 2:15 DCC refers to Art. 2:8 DCC.

In addition to proceedings for the settlement of disputes and the inquiry proceedings, the proceedings for nullification of resolutions afford protection to the minority shareholders. There is no reason to assume that the three aforementioned proceedings exclude each other. The discerned proceedings have to be regarded as complementing each other.1 The proceedings for nullification of resolutions can be seen as a voice right of shareholders. Nullification of a resolution considers an incidental intervention and does not resolve ongoing disagreement between shareholders. A claim for nullification of a resolution may form a claim related to an exit claim as referred to in Art. 2:336 paragraph 5 DCC.2

Deze functie is alleen te gebruiken als je bent ingelogd.