Dutch Civil Code

Book 2 Legal Persons


Title 2.5 Closed Corporations (private limited companies)


Section 2.5.4 The General Meeting


Article 2:217 Powers of the General Meeting

- 1. Within the limits set by law and the articles of incorporation, any power not assigned to the Board of Directors or another body of the Corporation shall belong to the General Meeting.
- 2. The Board of Directors and the Supervisory Board shall provide the General Meeting with all requested information, unless a substantial interest of the Corporation opposes to this.


Article 2:218 At least one General Meeting or decision ex Article 2:238 each financial year

During each financial year at least one General Meeting shall be held or at least once there shall be decided (pass a resolution) in accordance with Article 2:238, paragraph 1 or 3.


Article 2:219 Convening the General Meeting

The Board of Directors and the Supervisory Board are authorized to convene a General Meeting; the articles of incorporation may grant this power also to others.


Article 2:220 Right of shareholders to request for the convening of a General Meeting

- 1. One or more shareholders who solely or jointly represent at least one hundredth part of the issued share capital, may request the Board of Directors and the Supervisory Board in writing to convene a General Meeting; in the request the subjects to be discussed at the General Meeting must be mentioned accurately. The Board of Directors and the Supervisory Board – which are in this case equally empowered to do so – take the necessary measures to ensure that the General Meeting can be held within four weeks after such request was made to one of them, unless a substantial interest of the Closed Corporation (‘besloten vennootschap’) opposes to such General Meeting.
In the articles of incorporation the required part of the capital may be lowered and the period within which the General Meeting must be held may be shortened.
- 2. For the purpose of the present Article, holders of shares are equated with others who have the right to attend the General Meeting.
- 3. Unless the articles of incorporation provide otherwise, the requirement of a written request as referred to in paragraph 1 shall be met as well when the request is made by electronic means of communication.


Article 2:221 Formal requirements the obtain the authorization of the court

- 1. After the Closed Corporation ('besloten vennootschap') has been heard or summoned to appear in court, the provisional relief judge of the District Court shall grant the requested authorization meant in the previous Article if the applicants have shown summarily (briefly) that the requirements of that Article are met, and that they have a reasonable interest that the General Meeting is to be held. The provisional relief judge shall deny the request if no important interest of the Corporation opposes to such a General Meeting to be held. Where the provisional relief judge of the District Court awards the requested authorization, he shall determine the formal procedure and the period to convene the General Meeting. He may also appoint someone who will be charged to lead the General Meeting.
- 2. Where a General Meeting is convened pursuant to paragraph 1, the convening notice for such General Meeting must mention that it is given by virtue of a court order. A convening notice given in this way, is legally valid, even if, afterwards, it appears that the authorization had been granted wrongly.
- 3. No appeal or other remedy (action) is available against a court order as meant in the present Article, except for an appeal in cassation to the Supreme Court in the interest of the law.


Article 2:222 Power of an individual shareholder to convene a General Meeting

If the persons who are empowered under Article 2:219 to convene a General Meeting, have failed to hold a General Meeting as required pursuant to Article 2:218 or the articles of incorporation, then any shareholder may be authorized by the provisional relief judge of the District Court to convene such a meeting himself. Article 2:220, paragraph 2, and Article 2:221 shall apply accordingly.


Article 2:223 Formalities for a convening notice

- 1. The convening notice for a General Meeting shall be given by means of convening letters sent to the addresses of the shareholders and of others who are entitled to attend the General Meeting, as listed in the register of shareholders meant in Article 2:194.
- 2. Unless the articles of incorporation provide otherwise, the convening notice may be given also, provided that this is done with the consent of the shareholder or of the other person entitled to attend the General Meeting, by means of a legible and reproducible convening notice sent by electronic means of communication to the address disclosed for this purpose to the Corporation by the involved shareholder or other person.


Article 2:224 Content of a convening notice

- 1. The convening notice for a General Meeting shall mention the subjects to be considered (discussed) at the meeting.
- 2. No legally valid resolutions can be passed with regard to subjects which have not been mentioned in the convening notice as subjects for deliberation at the meeting, send with due observance of the period set for the convening of the General Meeting, unless all persons with a right to attend the General Meeting have consented with decision-taking on these subjects and the Directors and Supervisory Directors have been granted the opportunity prior to that decision-taking to give their advise on these subjects.
- 3. Announcements and other communications which pursuant to law or the articles of incorporations have to be addressed to the General Meeting, may be made by their inclusion in the convening notice itself or, in situations where this is relevant, in the document that has been deposited for inspection at the office of the Corporation, provided that such deposit for inspection is mentioned in the convening notice.


Article 2:224a Request of shareholders to consider a specific subject at the General Meeting

- 1. Where one or more holders of shares, who solely or jointly represent at least one hundredth part of the issued share capital, have requested in writing the consideration (discussion) of a specific subject at the General Meeting, this subject must be included in the convening notice or the similar convening publication (announcement), provided that their request has been received no later than the thirtieth day prior to the General Meeting and no substantial interest of the Corporation opposes to this. The articles of incorporation may reduce the required part of the issued share capital and may shorten the period for making the request.
- 2. For the purpose of the present Article, holders of shares are equated with holders of depository receipts for shares issued in collaboration with the Corporation.
- 3. Unless the articles of incorporation provide otherwise, the requirement in paragraph 1 that the request must be made in writing will be met also if the request is made and recorded electronically.


Article 2:225 Minimum period for a convening notice

Without prejudice to what has been provided in Article 2:221, paragraph 1, third sentence, the notice for the convening of the General Meeting may be given no later than on the eight day prior to that Meeting. When this period was shorter or when no convening notice has been given at all, no legally valid resolutions (decisions) can be passed at the General Meeting, unless all persons entitled to attend that General Meeting have approved that the decision-taking shall take place (that resolutions shall pass), and the Directors and Supervisory Directors have been given the opportunity prior to the passing of resolutions (decision-taking) to give their advice.


Article 2:226 Place where a General Meeting is to be held

- 1. The General Meeting is held at a place mentioned for this purpose in the articles of incorporation or, otherwise, in the municipality where the Closed Corporation (‘besloten vennootschap’) has its domicile (seat). The place mentioned in the articles of incorporation may be a place outside the Netherlands.
- 2. Where a place outside the Netherlands is allocated after the formation (incorporation) of the Closed Corporation (‘besloten vennootschap’), the resolution proposed to this end in order to amend the articles of incorporation can be passed only under a majority of votes cast at a General Meeting where the entire issued share capital is represented, and only to the extent that all persons entitled to attend the General Meeting have consented with the amendment of the articles of incorporation.
- 3. A General Meeting may be held in another place than where it should have been held, provided that all persons entitled to attend that General Meeting have consented with the place where the General Meeting is held, and the Directors and Supervisory Directors have been given the opportunity prior to the decision-taking to give their advice.


Article 2:227 Right to attend the General Meeting

- 1. For the purpose of the present Title (Title 2.5), the right to attend the General Meeting shall mean the right to be present at the General Meeting and to speak there, either in person or through a representative acting by means of a written procuration (proxy).
- 2. The right to attend the General Meeting belongs to shareholders, holders of a depository receipt issued for a share to which the right to attend the General Meeting is attached, shareholders who because of a usufruct or pledge have no voting right and usufructuaries and pledgees who have a voting right. Usufructuaries and pledgees who do not have a voting right, have the right to attend the General Meeting if the articles of incorporation provide so and nothing differently has been stipulated at the establishment or transfer of the usufruct or pledge. The articles of incorporation may specify that an attachment or withdrawal of the right to attend the General Meeting to or from depository receipts issued for shares takes place by a body of the Closed Corporation (‘besloten vennootschap’) assigned for this purpose in the articles of incorporation.
- 3. Each shareholder is entitled, either in person or through a representative acting by means of a written procuration (proxy), to exercise the voting right that he has at the General Meeting.
- 4. An arrangement in the articles of incorporation in which the right to attend the General Meeting is granted to holders of depository receipts issued for shares can be amended only with the consent of the involved holders of these depository receipts, unless such right of amendment has been reserved explicitly in the articles of incorporation when the right to attend the General Meeting was granted. The previous sentence applies accordingly to usufructuaries and pledgees.
- 5. The articles of incorporation may limit the right of the persons entitled to attend the General Meeting to have themselves represented there. However, the right of persons entitled to attend the General Meeting to have themselves represented there by an advocate (solicitor registered at the Bar), a notary, a prospective (junior) notary, a registered accountant (chartered auditor) or an accountant administrative consultant, cannot be excluded.
- 6. The articles of incorporation may specify that the right to attend the General Meeting is postponed as long as a person entitled to attend the General Meeting fails to comply with an obligation imposed on him by law or the articles of incorporation. The articles of incorporation may specify that, in order to attend the General Meeting, it is required that the person entitled to attend the General Meeting reports his intention to appear at the meeting to the Board of Directors of the Closed Corporation (‘besloten vennootschap’). In such event, the convening notice for the General Meeting shall mention the final day on which this intention must be reported. That day cannot be set earlier than on the third day prior to the General Meeting.
- 7. The Directors and Supervisory Directors have, in that capacity, an advisory vote at the General Meeting.
- 8. The requirement of a written procuration (proxy) shall be met also when such procuration (proxy) is granted and recorded electronically.


Article 2:227a Attending the General Meeting through electronic means of communication

- 1. The articles of incorporation may provide that any shareholder is entitled to use, either in person or through a representative acting by means of a written procuration (proxy), electronic means of communication to participate in the General Meeting, to address the General Meeting and to exercise his voting right.
- 2. For the purpose of paragraph 1, it is necessary that, by electronic means of communication, the shareholder can be identified and that he is able to obtain direct knowledge of the proceedings at the meeting and to exercise his voting right. The articles of incorporation may provide that it is necessary also that the shareholder is able to participate through electronic means of communication in the deliberations.
- 3. Requirements may be imposed by or pursuant to the articles of incorporation for the use of electronic means of communication. If these requirements are imposed pursuant to the articles of incorporation, then they must be announced in the convening notice for the General Meeting.
- 4. Paragraph 1 up to and including 3 apply accordingly to the rights of any holder of a depository receipt for a share issued in collaboration with the Corporation.
- 5. The requirement that a procuration (proxy) must be granted in writing will be met as well when such procuration (proxy) is granted and recorded electronically.


Article 2:227b Exercising voting rights by electronic means prior to the General Meeting

The articles of incorporation may provide that votes which are cast by electronic means of communication prior to General Meeting, yet not earlier than thirty days prior to that General Meeting, are equated with votes cast during (at) the General Meeting itself.


Article 2:228 Right to vote at the General Meeting; number of votes to be cast

- 1. Only shareholders have a right to vote. Each shareholder has at least one vote. The articles of incorporation may provide that a shareholder is not entitled to exercise his voting rights as long as he fails to comply with a requirement (obligation) imposed on him by law or the articles of incorporation.
- 2. If the share capital is divided into shares of an equal nominal amount, each shareholder may cast as many votes as he holds shares.
- 3. If the share capital is divided into shares of an unequal nominal amount, the number of votes that may be cast by each shareholder is equal to the total nominal amount of his shares divided by the nominal amount of the smallest share issued by the Corporation; parts of votes are neglected.
- 4. It is possible to derogate in the articles of incorporation from paragraph 2 and 3. Such an arrangement in the articles of incorporation shall apply to all resolutions of the General Meeting. A resolution for the amendment of the articles of incorporation concerning a change in the voting right, may be passed only with a majority of votes in a General Meeting in which the entire issued share capital is represented.
- 5. The articles of incorporation may specify, in derogation from paragraph 1 up to and including 4, that no voting right in the General Meeting is attached to shares. Such an arrangement can be made only with regard to all shares of a certain type (class) or indication of which all shareholders have given their consent to such arrangement or of which, prior to the issuance of these shares, the articles of incorporation already provided that no voting right in the General Meeting is attached to these shares. The shares shall be mentioned in the articles of incorporation as shares without voting right. It is not possible to specify on the basis of Article 2:216, paragraph 7, in respect of shares without voting right that those shares provide no right to participate in the distribution of profits or reserves of the Corporation.
- 6. At the General Meeting no vote may be cast on a share that belongs to the Corporation or one of its subsidiary companies; no vote may be cast either on a share for which a depository receipt is issued for a share in the capital of the Corporation, which depository receipt is held by the Corporation or one of its subsidiary companies. However, a limited proprietor entitled to a usufruct or a pledge on a share in the capital of the Corporation, which share belongs to the Corporation or one of its subsidiary companies, is not excluded from exercising his voting rights, if the usufruct or pledge was established prior to the moment on which the encumbered share was acquired by the Corporation or its subsidiary company*). The Corporation or a subsidiary with a usufruct or pledge on a share in the capital of the Corporation, cannot exercise any voting rights in respect thereof.

*) See Articles 2:197 and 2:198 for the right to vote of a usufructuary, respectively, a pledgee.


Article 2:229
[repealed on 01-01-1992]


Article 2:230 Majority of votes; quorum

- 1. Where the law or the articles of incorporation do not require a larger majority, a resolution shall be passes at a General Meeting by an absolute majority of the votes cast. If the votes are equally divided at an election of persons, a drawing of lots shall decide the voting; if the votes are equally divided at another voting, the proposal shall be rejected; all insofar as the articles of incorporation do not provide otherwise. This solution may also indicate that a third person is entrusted to take a decision.
- 2. Unless the law or the articles of incorporation provide otherwise, the validity of a resolution of a General Meeting shall not depend on the question which part of the share capital is represented at the General Meeting.
- 3. If the articles of incorporation specify that the validity of a resolution of the General Meeting depends on the question whether a specific part of the share capital is represented at the General Meeting, and such part was not represented at the General Meeting, then a new General Meeting may be convened at which the resolution may be passed irrespective of the part of the share capital represented at that General Meeting, unless the articles of incorporation provide otherwise. The convening notice for the new General Meeting must mention that a resolution may be passed at that General Meeting irrespective of the part of the share capital that is represented at that General Meeting, and why such a resolution may be passed at that new General Meeting.
- 4. The Board of Directors of the Corporation takes note of the resolutions passed at a General Meeting. The notes are deposited at the Corporation's office for inspection by the shareholders and the holders of depository receipts issued for shares in collaboration with the Corporation. Upon request, a copy or extract of these notices shall be provided to each of these shareholders and holders of depository receipts against payment of at the most the cost price.


Article 2:231 Amendment of the articles of incorporation

- 1. The General Meeting has the power to amend the articles of incorporation; as far as the possibility to amend the articles of incorporation has been excluded in the articles of incorporation, the General Meeting is nevertheless empowered to amend the articles of incorporation by unanimous votes cast at a General Meeting where the entire issued share capital is represented.
- 2. A provision in the articles of incorporation restricting the possibility to amend one or more other provisions of the articles of incorporation, can be amended only by the General Meeting with due observance of the same restriction.
- 3. A provision in the articles of incorporation excluding the possibility to amend one or more other provisions of the articles of incorporation, can be amended only by unanimous votes cast at a General Meeting where the entire issued share capital is represented.
- 4. A resolution for an amendment of the articles of incorporation that specifically harms any right of the holders of shares of a certain type (class) or indication, requires, unless the power to make an amendment was explicitly reserved at the moment on which such right was granted, an approving resolution of this group of shareholders, without prejudice to the requirement of consent where this results from law.


Article 2:231a Resolution to convert an amount specified in guilders into Euros

- 1. A resolution of the General Meeting to increase the nominal amount of the shares and the authorized share capital as meant in Article 2:178a, shall be passed by an absolute majority of votes. A resolution of the General Meeting to reduce the nominal amount of the shares and the authorized share capital shall be passed by a majority of at least two-thirds of the votes cast if less than one-half of the issued share capital is represented at the General Meeting. When there are different types (classes) of shares, then a valid resolution of the General Meeting to increase or reduce the nominal amount of the shares and the authorized share capital, requires a prior or simultaneous approving resolution (decision) of each group of holders of shares of the same type (class) whose rights are affected by the conversion of amounts into Euros.
- 2. For the purpose of the previous paragraph, shares of a particular type (class) shall include shares with a differentiated nominal amount (value).


Article 2:232 Amendment of the articles of incorporation and the protection of third persons

The amendment of a provision in the articles of incorporation, which provision grants a right to a person on another basis than in his capacity as shareholder of the Corporation, cannot cause any prejudice to the rights of that person if he has not given his consent to the amendment, unless the possibility to amend this provision has been reserved explicitly when the right was granted to him.


Article 2:233 Announcement of a proposal to amend the articles of incorporation

- 1. When a proposal to amend the articles of incorporation is made to the General Meeting, this must be mentioned always in the convening notice for that General Meeting.
- 2. The persons who have convened a General Meeting at which a proposal for the amendment of the articles of incorporation will be considered, must at the same time deposit a copy of that proposal at the office of the Corporation for inspection by the shareholders; the proposal, which must contain the to be considered amendment to the letter, must remain at the Corporation’s office until the end of the General Meeting. Article 2:224 paragraph 2 applies accordingly.
- 3. From the day on which the proposal is deposited up to the end of the involved General Meeting, the shareholders must have the opportunity to obtain a copy of the proposal as described in the previous paragraph. These copies will be provided free of charge.
- 4. What is provided in the present Article in respect of shareholders applies accordingly to holders of depository receipts issued for shares in collaboration with the Corporation.


Article 2:234 Amendment must be included in a notarial deed

- 1. A notarial deed must be drawn up that contains the amendment of the articles of incorporation, under the penalty of nullity of the amendment. The notarial deed is executed in the Dutch language.
- 2. That notarial deed may consist either of a notarial report of the General Meeting at which the resolution for the amendment of the articles of incorporation is passed, or of a later executed notarial deed. The Board of Directors may cooperate in the execution of that notarial deed, even without having been authorized to do so by the General Meeting.
- 3. If the authorized share capital has been amended, then the notarial deed must specify which part thereof has been issued.


Article 2:235
[repealed on 01-07-2011]


Article 2:236 Amended articles of incorporation are to be deposited at the commercial register

The Board of Directors must deposit a certified copy of the amendment and of the amended articles of incorporation at the office of the commercial register.


Article 2:237 Amendment of the articles of incorporation during bankruptcy

During the bankruptcy of a Closed Corporation ('besloten vennootschap') the articles of incorporation of that Corporation can be amended only by the General Meeting with the consent of the bankruptcy liquidator ('curator').


Article 2:238 Passing resolutions outside a General Meeting

- 1. Adoption of resolutions (decision making) by the shareholders may occur in another manner than at a meeting. Unless the articles of incorporation provide otherwise, votes may be cast as well by electronic means of communication.
- 2. In the event that a resolution is passed (a decision is taken) outside a meeting, the votes are cast in writing. The requirement that the votes must be cast in writing shall be met also if the resolution (decision) is recorded in writing or electronically, with mention of the manner in which each shareholder has voted. Unless the articles of incorporation provide otherwise, votes may be cast as well by electronic means of communication. The Directors and Supervisory Directors shall be given the opportunity prior to the passing of resolutions (decision-taking) to give their advice.


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