Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.5.5:6.5.5 Rights or interests

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.5.5

6.5.5 Rights or interests

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.

Art. 2:343 paragraph 1 DCC includes the notions rights and interests. In my opinion, the notion rights can be deleted as the interests of shareholder, being an extensive notion, include the rights of a shareholder as well. The notion rights does not have independent status. A comparison can be drawn with Art. 2:336 DCC, which refers only to the interests of the company and not to the rights or interests of the company. With respect to Art. 2:336 DCC, it is not disputed that the interests of the company also include the rights of the company.

For the application of the exit proceedings it is not required that the interests of the company itself are prejudiced, because in the exit proceedings the interests of the shareholder are at stake.1 Nonetheless, if the interests of the company are prejudiced, the interests of the shareholders can be prejudiced as well.2 If, due to the prejudicial interest, the value of the company is decreased, this may prejudice the interests of the shareholders as well, as consequently the shares may decrease in value.3

The fact that one of the shareholders has been prejudiced in his interests as well, but is not involved in the exit proceedings, does not bar application of the exit proceedings. This tule can be derived from the literal wording of Art. 2:343 DCC, containing no exception in this respect.4

Deze functie is alleen te gebruiken als je bent ingelogd.